The date of this Offering Memorandum is 7 June 2017

1. .

CANADIAN IMPERIAL BANK OF COMMERCE

(a Canadian chartered bank)

US$20,000,000,000

Note Issuance Programme

Under the Note Issuance Programme (the “Programme”) described in this document, Canadian Imperial Bank of Commerce (“CIBC” or the

“Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Programme Notes (defined below).

Any Programme Notes issued under the Programme on or after the date of this document are issued subject to the provisions of this document. This

does not affect any notes of CIBC issued prior to the date of this document.

The aggregate nominal amount of Programme Notes outstanding will not at any time exceed US$20,000,000,000 (or the equivalent in other currencies). Programme Notes may be offered directly to persons other than the Dealers specified herein. This offering memorandum and all

documents incorporated by reference herein (the “Offering Memorandum”) supersedes and replaces the offering memorandum dated 7 June 2016

prepared in connection with the Programme. The maximum aggregate nominal amount of Subordinated Notes outstanding at any time will also be

subject to the limits set out in a resolution of the board of directors of the Issuer.

Pages 2 to 142 inclusive of this Offering Memorandum (the “Prospectus”) comprise a base prospectus for the purposes of Article 5.4 of the

Prospectus Directive in respect of tranches of notes to be admitted to the Official List of the UKLA (as defined on page 2) and admitted to trading on

the regulated market of the London Stock Exchange plc (“PD Notes”). PD Notes will be (i) unsubordinated notes constituting deposit liabilities of CIBC (“Deposit Notes”) or (ii) non-viability contingent capital subordinated notes which constitute subordinated indebtedness of the Issuer for the

purposes of the Bank Act (Canada) (the “Subordinated Notes”, and together with the Deposit Notes, the “Notes”).

Pages 143 to 197 inclusive of this Offering Memorandum (the “Offering Circular”) comprise an offering circular, which has been prepared by the

Issuer in connection with the issue of notes other than PD Notes (“Non PD Notes” and together with the PD Notes, the “Programme Notes”). The

Offering Circular has not been reviewed or approved by the UKLA and does not constitute a base prospectus for the purpose of the Prospectus

Directive. Non PD Notes will be either Deposit Notes or Subordinated Notes.

Subject to the more detailed description set out in the section entitled “Terms and Conditions of the Notes” herein, upon the occurrence of a Non-

Viability Trigger Event (as defined in the Conditions) the Subordinated Notes will automatically and immediately convert (“Automatic

Conversion”) into common shares of the Issuer (“Common Shares”).

For each issue of Deposit Notes, the Issuer will designate a “branch of account” (a “Branch of Account”) for purposes of the Bank Act (Canada) (the

“Bank Act”). Irrespective of the Branch of Account designation, the Issuer is (a) the legal entity that is the issuer of the Deposit Notes and (b) the

legal entity obligated to repay the Deposit Notes. The Issuer is the only legal entity that will issue Deposit Notes pursuant to this Offering

Memorandum. The determination by the Issuer of the Branch of Account for Deposit Notes will be based on various considerations, including,

without limitation, those relating to (i) the market or jurisdiction into which the Deposit Notes are being issued, based on factors including investors’

preferences in a specific market or jurisdiction, (ii) specific regulatory requirements, such as a regulator requiring that a branch increase its liquidity

through locally sourced funding, or (iii) specific tax implications that would affect the Issuer or investors, such as the imposition of a new tax if an alternative branch was used, in relation to which please see further details in the Section entitled “Taxation” on page 92. A branch of the Issuer is not

a subsidiary of the Issuer, or a separate legal entity from the Issuer.

See “Risk Factors” for a discussion of risks that should be considered in connection with an investment in Programme Notes which

may be offered under the Programme and “Risk Factors” in the Registration Document (as defined on page 43) for a discussion of

risks that should be considered in connection with an investment in Programme Notes issued by the Issuer. Management’s

Discussion & Analysis for the year ended 31 October 2016 found at pages 1 to 91 of the Issuer’s 2016 Annual Report and for the

period ended 30 April 2017 found at pages 1 to 41 of the Second Quarter Report (defined herein), which are incorporated by

reference in this Prospectus, provide an analysis of, among other things, risks or uncertainties that are reasonably likely to have a

material effect on the Issuer’s business. Prospective purchasers of Notes should consider the section entitled “Risk Factors” herein

and in the Registration Document incorporated by reference herein and the categories of risks related to CIBC and its business

identified and discussed, and the steps taken to manage those risks, in the section entitled “Management of Risk” on pages 40 to 75

of the 2016 Annual Report, as updated in the section entitled “Management of Risk” on pages 20 to 37 of the Second Quarter

Report, including credit, market, liquidity, strategic, operational, reputation and legal, regulatory and environmental risk.

ARRANGER

CIBC Capital Markets

DEALERS

Barclays BofA Merrill Lynch

CIBC Capital Markets Citigroup

Commerzbank Credit Suisse

Deutsche Bank HSBC

J.P. Morgan Natixis

NatWest Markets UBS Investment Bank

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PROSPECTUS

Application has been made to the Financial Conduct Authority in its capacity as the competent authority (the “UKLA”)

under the Financial Services and Markets Act 2000 (as amended) (the “FSMA”), for PD Notes issued under the Programme

during the period of twelve months from the date of this Prospectus to be admitted to the official list of the UKLA (the

“Official List”) and application has also been made to the London Stock Exchange plc (the “London Stock Exchange” or

the “Exchange”) for PD Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the

“Regulated Market”). The Regulated Market is a regulated market for purposes of the Markets in Financial Instruments

Directive (Directive 2004/39/EC) (“MiFID”). References in this Prospectus to PD Notes being “listed” (and all related

references) shall mean that such PD Notes have been (or will upon issue be) admitted to the Official List and to trading on

the Regulated Market.

IMPORTANT NOTICES

RESPONSIBILITY

This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. The Issuer accepts

responsibility for the information contained in this Prospectus and the Final Terms for each Tranche of Notes issued under

the Programme. To the best of the knowledge of the Issuer, having taken all reasonable care to ensure that such is the case,

the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the

import of such information.

DENOMINATIONS

Notes shall have a minimum Specified Denomination (as defined herein) of not less than €1,000 (or its equivalent in any

other currency as at the date of issue of the Notes).

In the case of Rule 144A Notes (defined below), the minimum denomination shall not be less than US$200,000 (or its

equivalent in another currency as at the date of issue of the Notes).

PD Notes that are Subordinated Notes shall have a minimum Specified Denomination of not less than €100,000 (or its

equivalent in any other currency as at the date of issue of the Notes).

UNAUTHORIZED INFORMATION

No person has been authorized to give any information or to make any representation other than those contained in this

Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must

not be relied upon as having been authorized by the Issuer or any of the Dealers or the Arranger. Neither the delivery of this

Prospectus or any Final Terms nor any offering or sale made in connection herewith shall, under any circumstances, create

any implication that there has been no adverse change in the affairs or financial condition of the Issuer since the date hereof

or the date upon which this Prospectus has been most recently amended or supplemented by a Supplement or that any other

information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is

supplied or, if different, the date indicated in the document containing the same.

Neither this Prospectus nor any financial statements or other information supplied in relation to the Programme constitute an

offer of, or an invitation by or on behalf of the Issuer or the Dealers to subscribe for, or purchase, any Notes.

This Prospectus is to be read in conjunction with the Registration Document and all other documents which are deemed to be

incorporated herein or therein by reference (see “Documents Incorporated by Reference”), any supplement to this Prospectus

(each, a “Supplement”) as approved by the UKLA from time to time and, in relation to any Tranche or Series of Notes,

should be read and construed together with the applicable Final Terms (defined below). Any reference herein to

“Prospectus” includes the Registration Document and all other documents incorporated by reference herein and any such

approved Supplement and the documents incorporated by reference therein.

Notes are subject to the applicable final terms for the Tranche (the “Final Terms”), which Final Terms complete the terms

and conditions set out herein. Copies of Final Terms for the PD Notes will be published on the website of the Regulatory

News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-

news/market-news-home.html under the name of the Issuer and the headline “Publication of Prospectus”, and/or will be

available without charge from the registered office of the Issuer and the specified office of each Paying Agent, as set out at

the end of this Prospectus.

INDEPENDENT EVALUATION

None of the Dealers or the Arranger makes any representation, warranty or undertaking, express or implied, or accepts any

responsibility, with respect to the accuracy or completeness of any of the information in or incorporated by reference in this

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Prospectus. Neither this Prospectus nor any Final Terms nor any financial statements or other information supplied in

relation to the Programme are intended to provide the basis of any credit or other evaluation and should not be considered as

a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this Prospectus or of any Final

Terms or of any such financial statements should purchase the Notes. Each potential purchaser of Notes should determine for

itself the relevance of the information contained in or incorporated by reference in this Prospectus and the applicable Final

Terms and its purchase of Notes should be based upon such investigation as it deems necessary. Any purchaser of the Notes

is deemed by its purchase to acknowledge that it is relying solely on the information contained herein or incorporated by

reference herein and on its own investigations in making its investment decision and is not relying on the Dealers or the

Arranger in any manner whatsoever in relation to its investigation of the Issuer or in relation to such investment decision,

including the merits and risks involved. None of the Dealers or the Arranger undertakes to review the financial condition or

affairs of the Issuer during the life of the arrangements contemplated by this Prospectus or to advise any investor or potential

investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger. The Dealers and the

Arranger accept no liability in relation to the information contained herein or incorporated by reference herein or any other

information provided by the Issuer in connection with the Notes, except for any liability arising from or in respect of any

applicable law or regulation.

IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF DEPOSIT NOTES

No Public Offer (as defined below) of Notes may be made in any Member State of the European Economic Area which has

implemented the Prospectus Directive.

Tranches of Deposit Notes with a denomination of less than €100,000 (or its equivalent in other currencies) may be

offered under this Prospectus. AN OFFER OF PD NOTES THAT ARE DEPOSIT NOTES WHICH HAVE A

MINIMUM DENOMINATION OF LESS THAN €100,000 (OR EQUIVALENT IN ANOTHER CURRENCY) MAY

ONLY BE MADE TO A LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR AS DEFINED IN THE

PROSPECTUS DIRECTIVE OR IN OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE

PROSPECTUS DIRECTIVE. PD Notes that are Subordinated Notes will have a minimum denomination of at least

€100,000 (or equivalent in another currency).

THE ISSUER DOES NOT CONSENT FOR THIS PROSPECTUS TO BE USED IN RELATION TO OFFERS OF

DEPOSIT NOTES WITH A DENOMINATION OF LESS THAN €100,000 OTHER THAN OFFERS TO

QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE) OR IN OTHER

CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE. None of the Issuer

or any Dealer has authorized, nor do they authorize, the subsequent resale or final placement of such Deposit Notes

by financial intermediaries (a “Public Offer”) and the Issuer has not consented to the use of this Prospectus by any

other person in connection with any Public Offer of Deposit Notes. Any Public Offer made without the consent of the

Issuer is unauthorized and neither the Issuer nor any Dealer accepts any responsibility or liability for the actions of

the persons making any such unauthorized offer. If the Investor is in any doubt about whether it can rely on this

Prospectus and/or who is responsible for its contents it should take legal advice.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS

If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the

Notes are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such

date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For these

purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of

Directive 2014/65/EU (“MiFID II”); (ii) a customer within the meaning of Directive 2002/92/EC (“IMD”), where that

customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a

qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation

(EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to

retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available

to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

IMPORTANT INFORMATION REGARDING USE OF THIS PROSPECTUS AND OFFERS OF NOTES

The distribution of this Prospectus and any Final Terms and the offering or sale of the Notes in certain jurisdictions may be

restricted by law. In particular, no action has been taken by the Issuer or the Dealers which would permit a public offering of

the Notes or distribution of this Prospectus (or any part of it) in any jurisdiction where action for that purpose is required.

Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement

or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in

compliance with any applicable laws and regulations and the Dealers have represented that all offers and sales by them will

be made on the same terms. Persons into whose possession this Prospectus (or any part of it) or any Final Terms come are

required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction.

The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities

Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States. Notes issued in

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bearer form are also subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold

within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities

Act (“Regulation S”)).

Deposit Notes may be offered and sold (i) within the United States in registered form only to qualified institutional buyers

(each, a “QIB”), as defined in Rule 144A under the Securities Act (“Rule 144A”), in reliance on the exemption from

registration provided by Rule 144A (the “Rule 144A Notes”) and/or (ii) to non-U.S. persons in offshore transactions in

reliance on Regulation S (the “Regulation S Notes”). Prospective purchasers are hereby notified that sellers of the Deposit

Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”), the

securities commission of any State or other jurisdiction in the United States or any other U.S. regulatory authority,

nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or the

accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United

States.

The contents of this Prospectus have not been reviewed by any regulatory authority in Hong Kong. Prospective investors are

advised to exercise caution in relation to the offering of Notes. If prospective investors are in any doubt about any of the

contents of this Prospectus, independent professional advice should be obtained.

The Notes may not be offered, sold or delivered, directly or indirectly, in Canada or to or for the benefit of residents of

Canada in contravention of the securities laws of Canada or any province or territory thereof. Neither this Prospectus nor any

Final Terms may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or

solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

For a description of these and certain other restrictions on offers, sales and deliveries of Notes and on the distribution of this

Prospectus or any Final Terms and other offering material relating to the Notes in Canada, the United States, the European

Economic Area (including Luxembourg, the United Kingdom, The Netherlands, Italy and France), Switzerland, Japan, Hong

Kong, Singapore, Taiwan, PRC (as defined herein), Australia and New Zealand, see “Subscription and Sale”.

CREDIT RATINGS

The credit ratings of the Issuer and the Notes referred to at pages 14 and 91 of this Prospectus are assigned by Moody’s

Investors Service, Inc. (“Moody’s USA”), Standard & Poor’s Financial Services LLC (“S&P USA”), Fitch Ratings, Inc.

(“Fitch”) and DBRS Limited (“DBRS”) and are effective as at the date of this Prospectus.

In accordance with Article 4.1 of Regulation (EU) No 1060/2009, as amended (the “CRA Regulation”), please note that the

following documents (as defined in the section entitled “Documents Incorporated by Reference”) incorporated by reference

in this Prospectus contain references to credit ratings from the same rating agencies:

(a) the 2016 Annual Information Form (pages 7 and 13 through 14);

(b) the 2016 Annual Report (pages 26, 51, 54, 55, 56, 58, and 71); and

(c) the Second Quarter Report (page 35).

None of S&P USA, Moody’s USA, Fitch or DBRS (the “non-EU CRAs”) is established in the European Union or has

applied for registration under the CRA Regulation. However, Standard and Poor’s Credit Market Services Europe Ltd.,

Moody’s Investors Service Ltd., DBRS Ratings Limited and Fitch Ratings Limited, which are affiliates of S&P USA,

Moody’s USA, Fitch and DBRS, respectively, are established in the European Union and registered under the CRA

Regulation and have endorsed the credit ratings of their affiliated non-EU CRAs used in specified third countries, including

the United States and Canada, for use in the European Union by relevant market participants. Credit ratings may be adjusted

over time and there is no assurance that any credit ratings will be effective after the date of the document in which they

appear.

Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating will be specified in the applicable

Final Terms. Whether or not each credit rating applied for in relation to the relevant Tranche of Notes will be issued by a

credit rating agency established in the European Union or registered under the CRA Regulation will be disclosed in the

applicable Final Terms.

In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued

by a credit rating agency established in the European Union and registered under the CRA Regulation and such registration

has not been withdrawn or refused. Such general restriction will also apply in the case of credit ratings issued by non-EU

credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant

non-EU credit rating agency is certified in accordance with the CRA Regulation (and such registration, endorsement action

5

or certification, as the case may be, is not refused and has not been withdrawn or suspended). The list of credit rating

agencies registered under the CRA Regulation (as updated from time to time) is published on the website of the European

Securities and Market Association (www.esma.europa.eu/page/List-registered-and-certified-CRAs).

A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at

any time by the assigning rating agency.

FORMS OF NOTES

The Notes are issued in series (each, a “Series”), and each Series may comprise one or more tranches (“Tranches” and each,

a “Tranche”) of Notes.

Each Tranche of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a

“temporary Global Note”) or a permanent global note in bearer form (each a “permanent Global Note” and together with

a temporary Global Note, collectively referred to as “Global Notes”). The temporary Global Note representing the interest in

a Tranche of Notes will be exchangeable, in whole or in part, for a permanent Global Note, or if so indicated in the

applicable Final Terms (as defined herein), definitive Notes (“Definitive Notes”), representing such interest on or after the

day that is 40 days after the later of the commencement of the offering of the particular Tranche and the relevant issue date,

upon certification as to non-U.S. beneficial ownership.

Global Notes which the applicable Final Terms indicate are to be in new global note (“NGN”) form will be delivered on or

prior to the issue date of the relevant Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank

S.A./N.V. (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream, Luxembourg”). Global Notes which the

applicable Final Terms indicate are not to be in NGN form may be deposited on the issue date of the relevant Tranche with a

common depositary on behalf of Euroclear and Clearstream, Luxembourg or any other agreed clearing system.

Each Tranche of Notes in registered form will be represented by registered certificates (each a “Certificate”), one Certificate

being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series. Registered Notes, which are

sold in an “offshore transaction” within the meaning of Regulation S under the Securities Act, will initially be represented by

a permanent registered global certificate (each an “Unrestricted Global Certificate”). Global Certificates (as defined

below) which are held in Euroclear and Clearstream, Luxembourg (or any other agreed clearing system) will be registered in

the name of a nominee for Euroclear and Clearstream, Luxembourg (or any other agreed clearing system), or a common

nominee for both, and the respective Global Certificate(s) will be delivered to the appropriate depositary or, as the case may

be, a common depositary.

Rule 144A Notes will initially be represented by a permanent registered global certificate (each a “Restricted Global

Certificate” and, together with the Unrestricted Global Certificate, the “Global Certificates”), which will be deposited on

the issue date with a custodian for, and registered in the name of Cede & Co. as nominee for, The Depository Trust

Company (“DTC”). Beneficial interests in a Restricted Global Certificate will be shown on, and transfers thereof will be

effected only through, records maintained by DTC and its participants, including Euroclear and Clearstream, Luxembourg.

The provisions governing the exchange of interests in Global Notes for other Global Notes and Definitive Notes are

described in “Summary of Provisions Relating to the Notes while in Global Form”.

The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealers

at the time of issuance in accordance with prevailing market conditions

SUPPLEMENTS

The Issuer has undertaken that if there is a significant new factor, material mistake or inaccuracy relating to information

contained in this Prospectus which is capable of affecting the assessment of the Notes, the Issuer will prepare an amendment

or supplement this Prospectus or publish a new prospectus for use in connection with any subsequent offering by the Issuer

of Notes. The Issuer has undertaken in the Dealership Agreement that it will comply with Section 81 of the FSMA.

BANK ACT (CANADA) NOTICE

Notes (including Subordinated Notes) issued by the Issuer are not deposits that are insured under the Canada Deposit

Insurance Corporation Act.

INDEPENDENT DETERMINATION OF LEGALITY AND SUITABILITY OF INVESTMENT

None of the Dealers or the Issuer makes any representation to any investor in the Notes regarding the legality of its

investment under any applicable laws. Any investor in the Notes should satisfy itself that it is able to bear the economic risk

of an investment in the Notes for an indefinite period of time.

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The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by

certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1)

Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions

apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate

regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In

particular, each potential investor should:

(i) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes,

including where principal or interest is payable in one or more currencies, or where the currency for principal or

interest payments is different from the potential investor’s currency or that the entire amount of the Subordinated

Notes could be converted into Common Shares upon the occurrence of a Non-Viability Trigger Event (as defined

in Condition 10);

(ii) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant financial

markets; and

(iii) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest

rate and other factors that may affect its investment and its ability to bear the applicable risks.

DEFINITIONS AND PRESENTATION OF INFORMATION

In this Prospectus, unless otherwise specified or the context otherwise requires, references to “U.S. dollars”, and “US$” are

to United States dollars, references to “C$” are to Canadian dollars, references to “sterling”, and “£” are to British pounds

sterling, references to “Yen” are to Japanese yen, references to “CNY”, “RMB” and “Renminbi” are to the lawful currency

of the People's Republic of China, excluding the Hong Kong Special Administrative Region, the Macau Special

Administrative Region and Taiwan (the “PRC” or “China”) and references to “€” and “euro” are to the currency introduced

at the start of the third stage of the European economic and monetary union pursuant to the Treaty on the Functioning of the

European Union as amended. In the documents incorporated by reference in this Prospectus, unless otherwise specified or

the context otherwise requires, references to “$” are to Canadian dollars.

In this Prospectus, references to the “Prospectus Directive” are references to Directive 2003/71/EC (as amended, including

by Directive 2010/73/EU), and includes any relevant implementing measure in the relevant Member State of the European

Economic Area.

References in this Prospectus to “Notes” means “PD Notes”.

All references in this Prospectus to the “European Economic Area” or “EEA” are to the Member States of the European

Union together with Iceland, Norway and Liechtenstein.

U.S. INFORMATION

This Prospectus may be distributed on a confidential basis in the United States only to QIBs solely in connection with the

consideration of the purchase of the Rule 144A Notes being offered hereby. Its use for any other purpose in the United States

is not authorized. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents

disclosed to anyone other than the prospective investors to whom it is originally submitted.

Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt from the registration

requirements of the Securities Act. Each prospective U.S. purchaser of Registered Notes is hereby notified that the offer and

sale of any Registered Notes to it may be made in reliance upon the exemption from the registration requirements of the

Securities Act provided by Rule 144A.

Each purchaser or holder of Notes represented by a Restricted Global Certificate or any Notes issued in registered form in

exchange or substitution therefor (together “Restricted Notes”) will be deemed, by its acceptance or purchase of any such

Restricted Notes, to have made certain representations and agreements intended to restrict the resale or other transfer of such

Notes as set out in “Subscription and Sale” and “Transfer and Selling Restrictions”.

AVAILABLE INFORMATION UNDER RULE 144A

For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the

Issuer will, during any period in which it is not subject to Section 13 or Section 15(d) under the U.S. Securities Exchange

Act of 1934, as amended, (the “Exchange Act”), nor exempt from reporting under the Exchange Act pursuant to Rule 12g3-

2(b) thereunder, make available to any holder or beneficial owner of a Note, or to any prospective purchaser of a Note

7

designated by such holder or beneficial owner, the information specified in, and meeting the requirements of, Rule

144A(d)(4) under the Securities Act.

STABILIZATION

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as stabilizing

manager(s) in the applicable Final Terms (the “Stabilizing Manager(s)”) (or persons acting on behalf of

any Stabilizing Manager(s)) may over-allot Notes or effect transactions with a view to supporting the

market price of the Notes at a level higher than that which might otherwise prevail. However,

stabilization may not necessarily occur. Any stabilization action may begin on or after the date on which

adequate public disclosure of the applicable terms of the offer of the relevant Tranche of Notes is made

and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue

date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche

of Notes. Any stabilization action or over-allotment must be conducted by the relevant Stabilizing

Manager(s) (or person(s) acting on behalf of any Stabilizing Manager(s)) in accordance with all

applicable laws and rules.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Prospectus and the documents incorporated herein by reference contain forward-looking statements within

the meaning of certain securities laws. All such statements are made pursuant to the “safe harbour” provisions

of, and are intended to be forward-looking statements under, applicable Canadian and U.S. securities legislation,

including the U.S. Private Securities Litigation Reform Act of 1995. These statements include, but are not

limited to, statements CIBC makes about its operations, business lines, financial condition, risk management,

priorities, targets, ongoing objectives, strategies, the regulatory environment in which CIBC operates and

outlook for calendar year 2017 and subsequent periods.

Forward-looking statements are typically identified by the words “believe”, “expect”, “anticipate”, “intend”,

“estimate”, “forecast”, “target”, “objective” and other similar expressions or future or conditional verbs such as

“will”, “should”, “would” and “could”. By their nature, these statements require CIBC to make assumptions

and are subject to inherent risks and uncertainties that may be general or specific. A variety of factors, many of

which are beyond CIBC’s control, affect its operations, performance and results, and could cause actual results

to differ materially from the expectations expressed in any of CIBC’s forward-looking statements.

These factors include credit, market, liquidity, strategic, insurance, operational, reputation and legal, regulatory

and environmental risk; the effectiveness and adequacy of CIBC’s risk management and valuation models and

processes; legislative or regulatory developments in the jurisdictions where CIBC operates, including the Dodd-

Frank Wall Street Reform and Consumer Protection Act and the regulations issued and to be issued thereunder,

the Organization for Economic Co-operation and Development Common Reporting Standard, and regulatory

reforms in the United Kingdom and Europe, the Basel Committee on Banking Supervision’s global standards

for capital and liquidity reform, and those relating to the payments system in Canada; amendments to, and

interpretations of, risk-based capital guidelines and reporting instructions, and interest rate and liquidity

regulatory guidance; the resolution of legal and regulatory proceedings and related matters; the effect of changes

to accounting standards, rules and interpretations; changes in CIBC’s estimates of reserves and allowances;

changes in tax laws; changes to CIBC’s credit ratings; political conditions and developments, including changes

relating to economic or trade matters; the possible effect on CIBC’s business of international conflicts and the

war on terror; natural disasters, public health emergencies, disruptions to public infrastructure and other

catastrophic events; reliance on third parties to provide components of CIBC’s business infrastructure; potential

disruptions to CIBC’s information technology systems and services, increasing cyber security risks, which may

include theft of assets, unauthorized access to sensitive information or operational disruption; social media risk;

losses incurred as a result of internal or external fraud; anti-money laundering; the accuracy and completeness of

information provided to CIBC concerning clients and counterparties; the failure of third parties to comply with

their obligations to CIBC and its affiliates or associates; intensifying competition from established competitors

and new entrants in the financial services industry, including through internet and mobile banking; technological

change; global capital market activity; changes in monetary and economic policy; currency value and interest

rate fluctuations, including as a result of market and oil price volatility; general business and economic

conditions worldwide, as well as in Canada, the U.S. and other countries where CIBC has operations, including

increasing Canadian household debt levels and global credit risks; CIBC’s success in developing and

introducing new products and services, expanding existing distribution channels, developing new distribution

channels and realizing increased revenue from these channels; changes in client spending and saving habits;

CIBC’s ability to attract and retain key employees and executives; CIBC’s ability to successfully execute its

strategies and complete and integrate acquisitions and joint ventures; the risk that expected synergies and

benefits of the acquisition of PrivateBancorp, Inc. will not be realized within the expected time frame or at all or

the possibility that the acquisition does not close when expected or at all because required regulatory,

shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely

basis or at all; and CIBC’s ability to anticipate and manage the risks associated with these factors.

This list is not exhaustive of the factors that may affect any of CIBC’s forward-looking statements. These and

other factors should be considered carefully and prospective investors should not place undue reliance on

CIBC’s forward-looking statements. Additional information about these factors can be found in the “Risk

Factors” section of this Prospectus, the “Risk Factors” section of the Registration Document incorporated

herein by reference and in the other documents incorporated herein by reference.

The forward-looking statements included in this Prospectus are made only as of the date of this Prospectus.

Except as may be required by applicable law or stock exchange rules or regulations, CIBC expressly disclaims

any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement

contained herein to reflect any change in CIBC’s expectations with regard thereto or any change in events,

9

conditions or circumstances on which any such statement is based. New factors emerge from time to time, and it

is not possible to predict which will arise. In addition, CIBC cannot assess the effect of each factor on its

business or the extent to which any factor, or combination of factors, may cause actual results to differ

materially from those described in any forward-looking statement.

10

TABLE OF CONTENTS

SUMMARY ......................................................................................................................................................... 11

OVERVIEW ......................................................................................................................................................... 21

RISK FACTORS .................................................................................................................................................. 26

DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 43

TERMS AND CONDITIONS OF THE NOTES ................................................................................................. 45

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......................... 77

CLEARING AND SETTLEMENT ...................................................................................................................... 85

USE OF PROCEEDS ........................................................................................................................................... 87

CANADIAN IMPERIAL BANK OF COMMERCE ........................................................................................... 88

TAXATION ......................................................................................................................................................... 92

SUBSCRIPTION AND SALE ........................................................................................................................... 112

PRO FORMA FINAL TERMS .......................................................................................................................... 122

PRO FORMA FINAL TERMS .......................................................................................................................... 130

GENERAL INFORMATION ............................................................................................................................. 138

OFFERING CIRCULAR - NON-PD NOTES ................................................................................................... 143

TERMS AND CONDITIONS OF THE NOTES ............................................................................................... 149

PRO FORMA PRICING SUPPLEMENT .......................................................................................................... 184

11

SUMMARY

Summaries are made up of disclosure requirements known as ‘Elements’. These elements are numbered in Sections

A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for these types of

securities and the Issuer. Because some Elements are not required to be addressed, there may be gaps in the

numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary

because of the type of securities and the Issuer, it is possible that no relevant information can be given regarding the

Element. In this case a short description of the Element is included in the summary with the mention of “not

applicable”.

Section A – Introduction and warnings

A.1 Introduction and

warnings

This summary should be read as an introduction to this Prospectus.

Any decision to invest in the Deposit Notes should be based on a consideration of the

Prospectus as a whole by the investor, including any documents incorporated by

reference and the applicable Final Terms.

Where a claim relating to the information contained in this Prospectus and the

applicable Final Terms is brought before a court in a Member State of the European

Economic Area, the plaintiff may, under the national legislation of the Member State

where the claim is brought, have to bear the costs of translating the Prospectus and

the applicable Final Terms before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled the summary, including

any translation thereof, but only if the summary is misleading, inaccurate or

inconsistent when read together with the other parts of the Prospectus or it does not

provide, when read together with the other parts of the Prospectus, key information in

order to aid investors when considering whether to invest in such Deposit Notes.

A.2 Consent to use

of the

Prospectus

for subsequent

resale or final

placement of

securities by

financial

intermediaries

Not applicable; Deposit Notes may only be offered within the European Economic

Area (“EEA”) to qualified investors (as defined in the Prospectus Directive) on an

exempt basis pursuant to Article 3(2) of the Prospectus Directive. The Issuer does

not consent to the use of the Prospectus by any financial intermediary or other offeror

in connection with any offer of the Deposit Notes.

Section B - Issuer

B.1 Legal and

commercial name

of the Issuer

Canadian Imperial Bank of Commerce (“CIBC” or the “Issuer”).

B.2 Domicile/ legal

form/ legislation/

country of

incorporation

The Issuer is a Schedule I bank under the Bank Act (Canada) (the “Bank Act”) and

the Bank Act is its charter. The Issuer was formed through the amalgamation of The

Canadian Bank of Commerce and Imperial Bank of Canada in 1961. The Canadian

Bank of Commerce was originally incorporated as Bank of Canada by special act of

the legislature of the Province of Canada in 1858. Subsequently, the name was

changed to The Canadian Bank of Commerce and it opened for business under that

name in 1867. Imperial Bank of Canada was incorporated in 1875 by special act of

the Parliament of Canada and commenced operations in that year.

The head office of the Issuer is located at Commerce Court, Toronto, Ontario,

Canada M5L 1A2.

The Issuer will designate the “Branch of Account” to take the deposits evidenced by

12

a Tranche of Deposit Notes for the purposes of the Bank Act. The Issuer may change

the branch designated as the Branch of Account for purposes of the Bank Act upon

not less than 14 days’ prior written notice to the Noteholders, subject to certain terms

and conditions, including the Issuer providing an indemnity in favour of each

Noteholder and Couponholder against any tax, duty, assessment or governmental

charge that is imposed on it as a consequence of such change.

The Branch of Account is [[Head Office, Toronto][the [Hong Kong][London]

Branch]].

B.4b Trend information Not applicable - there are currently no known trends affecting the Issuer or the

industries in which it operates.

B.5 Description of the

group

The Issuer is a leading Canadian-based global financial institution. The Issuer is

publicly-owned and is the parent entity. Each of its major businesses operates

through the Issuer and/or one of its subsidiaries.

B.9 Profit forecast or

estimate

Not applicable. No profit forecasts or estimates have been made in the Prospectus.

B.10 Audit report

qualifications

Not applicable. No qualifications are contained in any audit report included in the

Prospectus.

B.12 Selected historical

key financial

information and

statement of no

significant or

material adverse

change

As extracted from its latest unaudited consolidated financial statements, as at 30

April 2017 CIBC had total assets of C$528.59 billion, total deposits of C$413.13

billion and common shareholders’ equity of C$24.67 billion.

Financial highlights

Second

Quarter 2017

For the three

months ended

30 April

2016

For the year

ended 31

October

2015

For the year

ended 31

October

Financial results ($ millions)

Net interest income 2,095 8,366 7,915

Non-interest income 1,603 6,669 5,941

Total revenue 3,698 15,035 13,856

Provision for credit losses 179 1,051 771

Non-interest expenses 2,275 8,971 8,861

Income before taxes 1,244 5,013 4,224

Income taxes 194 718 634

Net income (loss) attributable

to non-controlling interests 5 20 14

Net income 1,050 4,295 3,590

13

On-and off- balance sheet information ($ millions)

Cash, deposits with banks and

securities 110,472 101,588 93,619

Loans and acceptances, net of

allowance 330,752 319,781 290,981

Total assets 528,591 501,357 463,309

Deposits 413,128 395,647 366,657

Common shareholders’ equity 24,668 22,472 20,360

There has been no significant change in the financial or trading position of the Issuer

and its subsidiaries taken as a whole since 30 April 2017 and there has been no

material adverse change in the prospects of the Issuer and its subsidiaries taken as a

whole since 31 October 2016.

B.13 Events impacting

the Issuer's

solvency

Not applicable. There have been no recent events particular to the Issuer which are

to a material extent relevant to the evaluation of the Issuer’s solvency.

B.14 Dependence upon

other group

entities

Not applicable. The Issuer is not dependent upon other group entities.

B.15 Principal activities The Issuer is a leading Canadian-based global financial institution. Through its three

main business units - Retail and Business Banking, Wealth Management and Capital

Markets – the Issuer provides a full range of financial products and services to 11

million individual, small business, commercial, corporate and institutional clients in

Canada and around the world.

Retail and Business Banking provides personal and business clients across Canada

with financial advice, products and services through a strong team of advisors and

relationship managers in its banking centres or through remote channels such as

mobile advisors, telephone, online or mobile banking.

Wealth Management provides integrated advice and investment solutions to meet the

needs of institutional, retail and high net worth clients. The Issuer’s asset

management, retail brokerage and private wealth management businesses combine to

create an integrated offer, delivered through nearly 1,500 advisors across Canada and

the United States.

Capital Markets provides integrated credit and global markets products, investment

banking advice, services and top-ranked research to corporate, government and

institutional clients around the world.

B.16 Controlling

shareholders

To the extent known to the Issuer, it is not directly or indirectly owned or controlled

by any person. Without the Minister of Finance of Canada’s approval, no person or

group of associated persons may own more than 10% of any class of shares of the

Issuer, either directly or through controlled entities. A person may, with the approval

of the Minister of Finance of Canada, beneficially own up to 20% of a class of voting

shares and up to 30% of a class of non-voting shares of CIBC, subject to a “fit and

proper” test based on the character and integrity of the applicant. In addition, the

holder of such a significant interest could not have “control in fact” of CIBC.

14

B.17 Credit ratings As at the date of this Prospectus, the Issuer has received the following ratings:

MOODY'S

USA

S&P USA FITCH DBRS

SHORT-TERM DEBT P-1 A-1 F1+ R-1 (high)

SENIOR DEBT A1 A+ AA- AA

SUBORDINATED

INDEBTEDNESS - NVCC

Baa1 BBB A+ A (low)

SUBORDINATED

INDEBTEDNESS

A3 BBB+ A+ AA (low)

[The Deposit Notes [have been/are expected to be] rated [•] by [•].]

A credit rating is not a recommendation to buy, sell or hold securities and may be

subject to adjustment, suspension, reduction or withdrawal at any time by the

assigning rating agency.

Section C – Securities

C.1 Type and class of

Notes/ISIN

Up to US$20,000,000,000 (or the equivalent in other currencies) aggregate principal

amount of Notes may be outstanding at any time under the Programme.

The Notes are Deposit Notes.

Deposit Notes issued under the Programme may be Fixed Rate Notes, Floating Rate

Notes or Zero Coupon Notes.

Forms of Notes: The Deposit Notes may be issued in bearer form only, in bearer form

exchangeable for Deposit Notes in registered form or in registered form only.

Deposit Notes in bearer form (“Bearer Notes”) will initially be represented by a

temporary global Note or a permanent global Note, if so specified in the applicable

Final Terms, in each case without interest coupons. The relevant global Note will be

deposited with a common depositary or common safekeeper for Euroclear and

Clearstream, Luxembourg. Global Notes will, if so specified in the applicable Final

Terms, be exchangeable for Bearer Notes in definitive form or exchangeable for

Registered Notes.

Deposit Notes in registered form (“Registered Notes”) will initially be represented

by a global Note. Registered Notes issued in accordance with Regulation S will be

deposited with and registered in the name of a nominee of the common depositary for

Euroclear and Clearstream, Luxembourg. Registered Notes issued in accordance

with Rule 144A will be registered in the name of, or in the name of a nominee for,

DTC.

The Deposit Notes have been accepted for clearance through Euroclear and

Clearstream, Luxembourg (in relation to any Regulation S Notes) and DTC (in

relation to any Rule 144A Notes).

[The Deposit Notes are [ ] [[•] per cent./Floating Rate/Zero Coupon] Notes due [•].]

Series Number: [•]

Tranche Number: [•]

Form of Deposit Notes: [Bearer/Registered/Exchangeable Bearer] [and are Rule

144A Notes]

Aggregate Nominal Amount:

15

Series: [•]

[Tranche: [•]]

[ISIN Code: [•]

Common Code: [•]]

[CUSIP: [•]]

Clearing System: [Euroclear/Clearstream Luxembourg][DTC]

C.2 Currency of the

Notes

Deposit Notes may be denominated in any currency or currencies as may be agreed

between the Issuer and the relevant Dealer(s) at the time of issue, subject to

compliance with all applicable legal, regulatory and/or central bank or monetary

authority requirements.

The Specified Currency of the Deposit Notes is [•].

C.5 Restrictions on the

free transferability

of the Notes

Not applicable. There are no restrictions on the free transferability of the Deposit

Notes.

The Deposit Notes may not be offered or sold within the United States or to, or for

the account or benefit of, U.S. persons (as defined in Regulation S under the

Securities Act, except that Deposit Notes may be offered and sold within the United

States in registered form only to qualified institutional buyers, as defined in Rule

144A under the Securities Act (“Rule 144A”), in reliance on the exemption from

registration provided by Rule 144A.

The primary offer of the Deposit Notes will be subject to certain restrictions in

Canada, the United States, the European Economic Area (including Luxembourg, the

United Kingdom, The Netherlands, Italy and France), Switzerland, Japan, Hong

Kong, Singapore, Taiwan, PRC, Australia and New Zealand and to any applicable

offer restrictions in any other jurisdiction in which the Deposit Notes are offered.

C.8 Rights attaching to

the Notes

including ranking

and limitations to

those rights

Ranking: Deposit Notes constitute deposit liabilities of the Issuer for purposes of the

Bank Act and constitute legal, valid and binding unconditional and unsecured

obligations of the Issuer and will rank pari passu with all deposit liabilities of the

Issuer (except as otherwise prescribed by law) without any preference amongst

themselves.

Deposit Notes are not deposits insured under the Canada Deposit Insurance

Corporation Act.

Events of Default: Events of Default under the Deposit Notes include the Issuer

defaulting for more than 30 days (in the case of interest) or seven days (in the case of

principal) in the payment on the due date of interest or principal in respect of any of

the Deposit Notes; or if the Issuer becomes insolvent or bankrupt, or if a liquidator,

receiver or receiver and manager of the Issuer or any other officer having similar

powers is appointed.

Withholding tax: Payments in respect of Deposit Notes and Coupons will be made

free and clear of and without withholding or deduction for, or on account of, any

present or future taxes, duties, assessments or charges of whatsoever nature imposed

or levied by or within Canada or in the country of the Branch of Account or any

political subdivision or authority therein or thereof having power to tax, unless such

withholding or deduction is required by law. In that event, the Issuer will (subject to

customary exceptions) pay such additional amounts as will result in the holders of

Deposit Notes or Coupons receiving such amounts as they would have received in

respect of such Deposit Notes or Coupons had no such withholding or deduction

16

been required.

Prescription: Claims against the Issuer for payment in respect of the Deposit Notes

shall be prescribed and become void unless made within two years (in the case where

the relevant Deposit Notes are governed by the laws of the Province of Ontario and

the federal laws of Canada applicable therein (“Ontario Law”), ten years (in the case

of claims in respect of principal where the relevant Deposit Notes are governed by

English law) or five years (in the case of claims in respect of interest where the

relevant Deposit Notes are governed by English law) from the appropriate Relevant

Date in respect of them.

Meetings of Noteholders: Meetings of holders may be convened to consider matters

affecting their interests generally. These provisions permit defined majorities to bind

all Noteholders including Noteholders who did not vote on the relevant resolution

and holders who voted in a manner contrary to the majority.

Governing law: Unless otherwise provided, Deposit Notes are governed by Ontario

Law. Deposit Notes issued on a non-syndicated basis may be governed by the laws

of England.

All related contractual documentation will be governed by, and construed in

accordance with Ontario Law.

Negative pledge: None.

Cross Default: None.

Substitution: Subject to certain conditions and the terms of a Deed Poll, the form of

which is appended to the Agency Agreement, on 14 days prior notice to Noteholders

the Issuer may, without consent of Noteholders, substitute a subsidiary for itself as

principal debtor under the Deposit Notes. The Issuer will unconditionally guarantee

the obligations of the substitute.

Limitation on rights attaching to the Deposit Notes: Not applicable. There are no

limitations on rights attaching to the Deposit Notes. In the case of Deposit Notes in

global form, individual Investors' rights will be governed by an Amended and

Restated Deed of Covenant dated 7 June 2017.

[The governing law of the Deposit Notes is [Ontario Law/English] law.]

C.9 Interest, maturity

and redemption

provisions, yield

and representative

of the Holders

Interest: Deposit Notes may be interest or non-interest bearing. Interest-bearing

Deposit Notes will either bear interest payable at a fixed rate or a floating rate. The

applicable interest rate or its method of calculation may differ from time to time or be

constant for any Series of Deposit Notes. Deposit Notes (other than Zero Coupon

Notes) may have a maximum interest rate, a minimum interest rate, or both.

[Fixed Rate Notes: The Deposit Notes bear interest from (and including) the Interest

Commencement Date at a rate of [•] per cent. per annum payable [annually/semi-

annually/quarterly/monthly] in arrear on each Interest Payment Date.]

[The Fixed Coupon Amount is: [•] per Calculation Amount.]

[The Broken Amount is: [•] per Calculation Amount for the [ ] Interest Period.]

[Floating Rate Notes: The Deposit Notes bear a floating rate of interest from the

Interest Commencement Date calculated by reference to [[•] month [•] [+/-] [•] per

cent.] per annum payable [annually/semi-annually/quarterly/monthly] in arrear on

each Interest Payment Date.]

17

Interest Periods: The length of the interest periods for Deposit Notes issued under

the Programme may differ from time to time or be constant for any Series.

[The Interest Period is [•].]

[The manner in which the Interest Rate and Interest Amount are to be determined is

[Screen Rate Determination/ISDA Determination].]

[The Interest Amount is: [•] per Calculation Amount for the [ ] Interest Period.]

[The Interest Commencement Date is [•].]

[The Interest Payment Dates are [•] [subject to adjustment in accordance with the

Business Day Convention].]

[The Day Count Fraction is [•].]

[The Business Day Convention is [•].]

[The Maximum [Rate of Interest][Interest Amount] is: [•][per cent.][per Calculation

Amount.] [The Minimum [Rate of Interest][Interest Amount] is [•][per cent.][per

Calculation Amount.] [In no event shall the [Rate of Interest][Interest Amount] be

less than zero.]

[Zero Coupon Notes: The Deposit Notes do not bear interest and will be sold at a

discount to their nominal amount.

Accrual Yield: [•].

Reference Price: [•].]

Maturity: Deposit Notes may be issued with a maturity between one month and

ninety-nine years, subject to compliance with all applicable legal, regulatory and/or

central bank or monetary authority requirements. Such minimum and maximum

maturities may be subject to increase or decrease from time to time as a result of

changes to applicable laws and regulations.

Maturity Date: [•]

Payments: Payments of principal and interest in respect of the Deposit Notes will be

made against presentation and surrender of the relevant Deposit Note at the specified

office of the [Fiscal Agent or any Paying Agent][Transfer Agent or Registrar].

Issue Price: Deposit Notes may be issued at par or at a discount or premium to par.

The Issue Price of the Deposit Notes is [•] per cent. of the Principal Amount [plus

accrued interest from [•]].

Yield:

The yield in respect of each issue of Fixed Rate Notes under the Programme will be

calculated on [the Issue Date][ ] on the basis of the Issue Price of the Deposit Notes.

It is not an indication of future yield.

[The yield of the Deposit Notes is [•] per cent. per annum.][Not Applicable.]

Representative of the Noteholders: Not applicable. The Deposit Notes are not

constituted by a trust deed and therefore there is no representative for the

Noteholders.

18

Redemption: The terms under which the Deposit Notes may be redeemed, including

the Maturity Date and the price at which they will be redeemed on the Maturity Date

as well as any provision as to early redemption will be agreed between the Issuer and

the relevant Dealer(s) at the time of issue of the relevant Deposit Notes.

[Subject to early redemption or purchase and cancellation, the Deposit Notes will be

redeemed [at par on the Maturity Date] [the Interest Payment Date following [in] or

nearest to [•]] at [• per cent. of their Nominal Amount].]

Early Redemption: The Deposit Notes may be redeemable prior to such stated

maturity at the option of the Issuer and/or the Noteholders upon giving notice.

Issuer Call Option: [The Deposit Notes may, at the Issuer’s election on [•] [days’

prior notice], be redeemed on [• ] at [•] per cent. of their Principal Amount.] [Not

applicable.]

Noteholder’s Put Option: [The Deposit Notes may, at the holder’s election on [•]

[days’ prior notice] be redeemed on [•] at [•] per cent. of their Principal Amount.]

[Not applicable.]

The Deposit Notes may be redeemed early for tax reasons at the option of the Issuer

at [the Optional Redemption Amount / Early Redemption Amount of [•]] [at [•] per

cent. of their Principal Amount].

Upon an Event of Default that has not been cured any holder of Deposit Notes may

declare its Deposit Note(s) and accrued interest, if any, due and payable [at [ •]

per cent. of their Principal Amount.]

C.10 Derivative

component in

interest payments

Not applicable. [There is no derivative component in interest payments.][No interest

is payable on the Deposit Notes.]

C.11 Listing and

Admission to

Trading

Applications have been made for Deposit Notes issued during the period of 12

months from the date of this Prospectus to be admitted to the Official List of the

UKLA and to trading on the London Stock Exchange’s Regulated Market.

[Application [is expected to be] [has been] made by the Issuer (or on its behalf) for

the Deposit Notes to be admitted to trading on the London Stock Exchange’s

Regulated Market with effect from [•].]

C.21 Market where

Notes will be

traded and for

which prospectus

has been published

Applications have been made for Deposit Notes issued during the period of 12

months from the date of this Prospectus to be admitted to the Official List of the

UKLA and to trading on the London Stock Exchange’s Regulated Market.

[Application [is expected to be][has been] made by the Issuer (or on its behalf) for

the Deposit Notes to be admitted to trading on the London Stock Exchange’s

Regulated Market with effect from [•].[No assurance can be given as to whether or

not, or when, such application will be granted.]]

Section D – Risks

D.2 Key information

on the key risks

that are specific to

the Issuer:

There is a risk of financial loss and reputational harm to the Issuer due to a borrower

or counterparty failing to meet its obligations to the Issuer in accordance with the

contractual terms of its direct lending activities or from trading, investment, and

hedging activities. These borrowers or counterparties may default on their obligations

to the Issuer due to bankruptcy, lack of liquidity, downturns in the economy or real

estate values, operational failure or other reasons, adversely impacting the Issuer’s

financial position and prospects.

19

Competitive pressure from digital disruptors, both global technology leaders and

smaller financial technology entrants, is increasing and the risk of disintermediation

is growing due to the level of sophistication of these non-traditional competitors.

The Issuer’s financial assets, including positions in currencies, securities and

derivatives held in the Issuer’s trading portfolios, and the Issuer’s earnings from its

retail banking business, investment portfolios and other non-trading activities may be

negatively affected by adverse changes in underlying market factors, including

interest and foreign exchange rates, credit spreads, and equity and commodity prices.

The Issuer has experienced some losses in its oil and gas portfolio as prices have

remained weak, and if the trend continues, the Issuer could experience an

acceleration of losses in future quarters.

There is a risk of the Issuer having insufficient cash resources to meet financial

obligations as they fall due (including obligations under the Deposit Notes), in their

full amount and stipulated currencies, without raising funds at adverse rates or selling

assets on a forced basis.

There is a risk of loss if the Issuer’s business strategies are ineffective or if the Issuer

fails to effectively execute business strategies, including potential financial loss due

to the failure of acquisitions or organic growth initiatives.

The Issuer faces intense competition in all aspects of its business from established

competitors and new entrants in the financial services industry. The Issuer’s success

in developing and introducing new products and services, expanding distribution

channels, developing new distribution channels and realizing revenue from these

channels could affect the Issuer’s revenues and earnings.

There is a risk of operational losses at the Issuer resulting from the Issuer’s

inadequate or failed internal processes, systems, human error or external events.

There is a risk that legal proceedings and judicial or regulatory decisions against the

Issuer, or legislative and regulatory developments in the jurisdictions where the

Issuer operates, may adversely affect the Issuer’s results.

The Issuer’s revenues and earnings are substantially dependent on the economies of

Canada, the United States and the Caribbean which can in turn be affected by general

business and economic conditions worldwide. Movements of the Canadian dollar

relative to other currencies, in particular the U.S. dollar and the currencies of other

jurisdictions in which the Issuer has operations, may adversely affect the Issuer’s

revenues, expenses and earnings.

D.3 Key information

on the key risks

that are specific to

the Notes:

The Deposit Notes are not insured under the Canada Deposit Insurance Corporation

Act. If the Issuer goes out of business or becomes insolvent, Noteholders may lose

all or part of their investment in the Deposit Notes.

The market value of the Deposit Notes may be adversely affected in the event that a

rating assigned to the Deposit Notes or the Issuer is subsequently suspended, lowered

or withdrawn for any reason.

Deposit Notes may have no established trading market when issued, and one may

never develop or may be illiquid.

The Deposit Notes may be redeemed prior to maturity in the event additional

amounts become payable due to changes in tax legislation after the Issue Date and an

Investor may not be able to reinvest the redemption proceeds in a manner which

achieves a similar effective return.

20

The Deposit Notes may be subject to withholding taxes in circumstances where the

Issuer is not obliged to make gross up payments and this would result in holders

receiving less interest than expected and could adversely affect their return on the

Deposit Notes.

A change in law or administrative practice relating to the governing law of the

Deposit Notes could materially adversely impact the enforceability of or value of the

Deposit Notes.

[Deposit Notes denominated in Renminbi are subject to additional risks. Renminbi is

not freely convertible or transferable and there are significant restrictions on

remittance of Renminbi into and outside the PRC which may adversely affect the

liquidity of Deposit Notes denominated in Renminbi; there is only limited

availability of Renminbi outside the PRC, which may affect the liquidity of such

Deposit Notes and the Issuer’s ability to source Renminbi outside the PRC to service

such Deposit Notes; if the Issuer is unable to source Renminbi, it may pay holders of

such Deposit Notes in U.S. dollars.]

[The Issuer has the right to redeem the Deposit Notes at its option. This may limit

the market value of the Deposit Notes and an Investor may not be able to reinvest the

redemption proceeds in a manner which achieves a similar effective return.]

Section E – Offer

E.2b Reason for the

offer and use of

proceeds

The net proceeds from each issue of Deposit Notes will be applied by the Issuer for

its general corporate purposes.

E.3 Terms and

Conditions of the

offer

The terms and conditions of each offer of Deposit Notes will be determined by

agreement between the Issuer and the relevant [Manager] [Dealers] at the time of

issue and specified in the applicable Final Terms.

There is no Public Offer.

The issue price of the Deposit Notes is [•] per cent. of their nominal amount (the

“Issue Price”).

E.4 Interests material

to the issue/offer

including

conflicting

interests

The relevant Dealer or Manager may be paid fees in relation to any issue of a

Tranche of Deposit Notes under the Programme. Certain of the Dealers and their

affiliates may also have engaged, and may in the future engage, in investment

banking and/or commercial banking transactions with, and may perform other

services for, the Issuer and its affiliates in the ordinary course of business. Certain of

the Dealers or their affiliates may have a lending relationship with the Issuer and, if

so, may hedge their credit exposure to the Issuer.

[Save for [any fees payable to [the/each] [Manager/Dealer]][•], so far as the Issuer

is aware, no person involved in the issue or offer of the Deposit Notes has an

interest material to the issue or offer, including conflicting interests.]

E.7 Estimated

expenses charged

to the Investor by

the Issuer or the

offeror

The Issuer will not charge any expenses to investors in connection with any issue of

Deposit Notes under the Programme.

21

OVERVIEW

This overview must be read as an introduction to this Prospectus and any decision to invest in any Notes

should be based on a consideration of this Prospectus as a whole, including any documents incorporated

by reference.

This overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of

Commission Regulation (EC) No 809/2004 implementing Directive 2003/71/EC.

Words and expressions defined in “Forms of the Notes” and “Terms and Conditions of the Notes” and in the

remainder of this Prospectus shall have the same meanings in this overview.

Issuer Canadian Imperial Bank of Commerce (“CIBC” or the “Issuer”).

CIBC is a diversified financial institution governed by the Bank Act (Canada)

(the “Bank Act”).

CIBC is a leading Canadian-based global financial institution. Through its

three main business units - Retail and Business Banking, Wealth Management

and Capital Markets - CIBC provides a full range of financial products and

services to 11 million individual, small business, commercial, corporate and

institutional clients in Canada and around the world.

Description: Note Issuance Programme (the “Programme”).

Size Up to US$20,000,000,000 (or the equivalent in other currencies at the date of

issue) aggregate principal amount of Notes outstanding at any one time.

The maximum aggregate nominal amount of Subordinated Notes outstanding at

any time will also be subject to the limits set out a resolution of the board of

directors of the Issuer.

Arranger CIBC World Markets plc

Dealers CIBC World Markets Corp.

CIBC World Markets plc

Barclays Bank PLC

Citigroup Global Markets Limited

Commerzbank AG

Credit Suisse Securities (Europe) Limited

Deutsche Bank AG, London Branch

HSBC Bank plc

J.P. Morgan Securities plc

Merrill Lynch International

Natixis

The Royal Bank of Scotland plc (trading as NatWest Markets)

UBS Limited

Fiscal Agent and Principal

Paying Agent

Deutsche Bank AG, London Branch.

Paying Agent Deutsche Bank AG, Hong Kong Branch.

Registrar Deutsche Bank Trust Company Americas.

Issue Price Notes may be issued at par or at a discount to, or premium over par. The issue

price will be specified in the applicable Final Terms.

Terms of Notes Notes may be denominated in any currency specified in the applicable Final

Terms with a maturity between one month and 99 years, subject to compliance

22

with all applicable legal and/or regulatory restrictions. Unless otherwise

permitted by then current laws, regulations and directives, Subordinated Notes

will have a maturity of not less than five years.

Notes may: (i) bear interest at a fixed or floating rate; (ii) not bear interest;

and/or (iii) have such other terms and conditions as specified in the applicable

Final Terms.

Interest periods, interest rates and the terms of and/or amounts payable on

redemption will be specified in the applicable Final Terms.

The applicable Final Terms will indicate either that (a) the relevant Notes may

not be redeemed prior to their stated maturity (other than for taxation reasons,

following an Event of Default and acceleration of the Notes, or (if applicable)

following an Additional Disruption Event), or (b) such Notes will be

redeemable at the option of the Issuer and/or the Noteholders.

Status of Deposit Notes Deposit Notes will constitute deposit liabilities of CIBC for purposes of the

Bank Act and constitute legal, valid and binding unconditional and unsecured

obligations of CIBC and will rank pari passu with all deposit liabilities of

CIBC (except as otherwise prescribed by law) without any preference amongst

themselves.

Status of Subordinated

Notes

Subordinated Notes will be direct unsecured obligations of CIBC constituting

subordinated indebtedness for the purposes of the Bank Act and ranking at least

equally and rateably with all subordinated indebtedness of CIBC from time to

time issued and outstanding. In the event of the insolvency or winding-up of

CIBC and, prior to the occurrence of a Non-Viability Trigger Event, the

indebtedness evidenced by subordinated indebtedness issued by CIBC,

including Subordinated Notes, will be subordinate in right of payment to the

prior payment in full of the deposit liabilities of CIBC and all other liabilities of

CIBC except liabilities which by their terms rank in right of payment equally

with or are subordinate to indebtedness evidenced by such Subordinated Notes.

Upon the occurrence of a Non-Viability Trigger Event, Subordinated Notes

will be converted (in whole and not part only) into Common Shares which will

rank pari passu with all other Common Shares and all rights under the

Conditions of the Subordinated Notes will be extinguished immediately upon

such conversion.

Neither Deposit Notes nor Subordinated Notes will be deposits insured under

the Canada Deposit Insurance Corporation Act.

Automatic Conversion of

Subordinated Notes Upon

Non-Viability Trigger

Event

On the occurrence of a Non-Viability Trigger Event, the Subordinated Notes

will be automatically and immediately converted on a full and permanent basis,

without the consent of the holders thereof, into Common Shares in accordance

with Condition 10.

An Automatic Conversion shall be mandatory and binding upon the Issuer and

all holders of the Subordinated Notes notwithstanding anything else including,

without limitation: (a) any prior action to, or in furtherance of, redeeming,

exchanging or converting the Subordinated Notes pursuant to the terms and

conditions thereof; and (b) any delay in or impediment to the issuance or

delivery of the Common Shares to the holders of the Subordinated Notes.

Notwithstanding any other provisions of Condition 10, the Issuer reserves the

right not to deliver some or all, as applicable, of the Common Shares issuable

upon an Automatic Conversion to any Ineligible Person (as defined in

Condition 10) or any person who, by virtue of the operation of the Automatic

Conversion would become a Significant Shareholder (as defined in

23

Condition10) through the acquisition of Common Shares. In such

circumstances, the Issuer will hold, as agent for such persons, the Common

Shares that would have otherwise been delivered to such persons and will

attempt to facilitate the sale of such Common Shares to parties other than the

Issuer and its affiliates on behalf of such persons.

Method of Issue The Notes will be issued in series (each a “Series”), and each Series may be

issued in one or more tranches (each a “Tranche”) on the same or different

issue dates, on terms otherwise identical (or identical other than in respect of

the issue date, the issue price, and the amount and/or date of the first

payment(s) of interest), the Notes of each Series being intended to be

interchangeable with all other Notes of that Series.

Form of Notes The Notes may be issued in bearer form only, in bearer form exchangeable for

Notes in registered form or in registered form only, as specified in the

applicable Final Terms.

Clearing System Euroclear and/or Clearstream, Luxembourg (in relation to any Regulation S

Notes) and DTC (in relation to any Rule 144A Notes) and/or, in relation to any

Tranche, such other clearing system as may be agreed between the Issuer, the

Fiscal Agent and the relevant Dealer(s).

Specified Denomination As specified in the applicable Final Terms, save that the minimum

denomination of each Note will be such as may be allowed or required from

time to time by the relevant central bank (or equivalent body) and all relevant

laws, regulations or directives applicable to the specified currency and unless

permitted by then current laws, regulations and directives, Rule 144A Notes

will have a minimum denomination of not less than US$200,000 (or its

equivalent in any other currency as at the date of issue of the Notes).

Subordinated Notes will be issued with a minimum denomination of at least

Euro 100,000 (or its equivalent in any other currency).

Notes (including Notes denominated in sterling) which have a maturity of less

than one year and whose issue otherwise constitutes a contravention of Section

19 of the FSMA will have a minimum denomination of not less than £100,000

(or its equivalent in other currencies).

Specified Currency or

Currencies

As agreed by the Issuer and the relevant Dealer(s) and specified in the

applicable Final Terms.

Redenomination The applicable Final Terms may provide that certain Notes may be

redenominated into euro and will set out in full the provisions applicable to any

such redenomination.

Fixed Rate Notes Interest on Fixed Rate Notes will be payable in arrear on the date or dates in

each year specified in the applicable Final Terms.

Floating Rate Notes Floating Rate Notes will bear interest set separately for each Series by

reference to the benchmark rate specified in the applicable Final Terms, as

adjusted for any applicable margin. Interest periods will be specified in the

applicable Final Terms. Minimum/Maximum Rates of Interest or Interest

Amounts may be specified in the applicable Final Terms. Unless otherwise

specified in the applicable Final Terms, in no event shall the Rate of Interest or

Interest Amount be less than zero.

Zero Coupon Notes Zero Coupon Notes may be issued at their nominal amount or at a discount to it

and will not bear interest.

24

Change of Interest/Payment

Basis

Notes may be converted from one interest and/or payment basis to another.

Interest Periods and Rates

of Interest

The length of the interest periods for the Notes and the applicable interest rate

or its method of calculation may differ from time to time or be constant for any

Series. Notes may have a maximum interest rate, a minimum interest rate, or

both. The use of interest accrual periods permits the Notes to bear interest at

different rates in the same interest period. All such information will be set out

in the applicable Final Terms.

Redemption The applicable Final Terms may provide that Notes may be redeemable prior to

the stated maturity at the option of the Issuer and/or the Noteholders upon

giving notice at a price and on such dates as are indicated in the applicable

Final Terms.

Subordinated Notes may not be redeemed prior to maturity at the option of

Noteholders. Subordinated Notes may be redeemed by the Issuer prior to

maturity only with the consent of the Office of Superintendent of Financial

Institutions (Canada) (“OSFI”).

With the consent of OSFI and, if specified in the applicable Final Terms,

Subordinated Notes may be redeemed at the option of the Issuer prior to

maturity, including upon the occurrence of certain tax events or regulatory

events (each, a “Special Event”).

A notice of redemption shall be irrevocable, except that the occurrence of a

Non-Viability Trigger Event prior to the date fixed for redemption shall

automatically rescind such notice of redemption and, in such circumstances, no

Subordinated Notes shall be redeemed and no payment in respect of the

Subordinated Notes shall be due and payable.

Branch of Account The head office of the Issuer in Toronto or such other branch as may be

specified in the applicable Final Terms, which is the branch of account for

purposes of the Bank Act, will take the deposits evidenced by Deposit Notes,

but without prejudice to the provisions of Condition 6.

Subject to meeting certain conditions described in Condition 11(d), the Issuer

may change the Branch of Account for Deposit Notes.

The Branch of Account for Deposit Notes shall be designated in the applicable

Final Terms from one of the following: Head Office, Toronto, the Hong Kong

Branch, the London Branch. Branch of Account is not applicable to

Subordinated Notes.

Substitution Subject to the Conditions, a subsidiary or affiliate of the Issuer may be

substituted as the issuer of Deposit Notes in place of the Issuer or a previous

substitute company.

Negative Pledge None.

Cross Default None.

Events of Default for

Deposit Notes

The terms of the Deposit Notes contain events of default covering non-payment

and relating to the insolvency or bankruptcy of the Issuer, the appointment of a

liquidator, receiver or receiver and manager of the Issuer or other officer

having similar powers or the taking of control of the Issuer or its assets by the

Superintendent of Financial Institutions (Canada).

25

Events of Default for

Subordinated Notes

An event of default for Subordinated Notes will occur only if the Issuer

becomes insolvent or bankrupt or resolves to wind up or liquidate or is ordered

wound up or liquidated.

Automatic Conversion upon the occurrence of a Non-Viability Trigger Event

will not constitute an event of default under the Subordinated Notes.

Withholding Tax All payments of principal and interest will be made without withholding for or

on account of taxes imposed by Canada or such other country in which the

Branch of Account is located unless any such withholding is required by law

whereupon, subject to certain exceptions set out in Condition 7, the Issuer will

pay additional amounts to cover the amounts deducted.

Dual Currency Notes Payments of principal and/or interest in respect of Dual Currency Notes will be

made in such currencies, and based on such rates of exchange as set out in the

applicable Final Terms.

Variable Coupon Amount

Notes

Payments of interest in respect of Variable Coupon Amount Notes will be

calculated by reference to an index and/or formula or as set out in the

applicable Final Terms.

Variable Redemption

Amount Notes

Payments of principal (whether at maturity or otherwise) in respect of Variable

Redemption Amount Notes will be calculated by reference to such index and/or

formula as set out in the applicable Final Terms.

Governing Law Deposit Notes are governed by Ontario Law unless otherwise provided in the

applicable Final Terms. Deposit Notes issued on a non-syndicated basis may

be governed by English law if so provided in the applicable Final Terms.

Subordinated Notes are governed by Ontario Law.

Listing Application has been made for Notes (other than Non PD Notes) issued under

the Programme to be admitted to the Official List of the UK Listing Authority

and admitted to trading on the Regulated Market

The Programme provides that Non PD Notes may be unlisted or listed or

admitted to trading, as the case may be, on such other or further stock

exchange(s) or market(s) (provided that such exchange or market is not a

regulated market for the purposes of the MiFID) as may be agreed between the

Issuer and the relevant purchaser(s) in relation to such issue as may be

specified in the applicable Pricing Supplement.

In certain circumstances, the Issuer may terminate the listing of the Notes. The

Issuer is not under any obligation to Noteholders to maintain any listing of the

Notes. See “Risk Factors”.

Ratings Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated,

such rating will be specified in the applicable Final Terms. A rating is not a

recommendation to buy, sell or hold securities and may be subject to

suspension, reduction or withdrawal at any time by the assigning rating agency.

Selling Restrictions See “Subscription and Sale” and, in respect of any Tranche or Series, such

additional selling restrictions as are set out in the applicable Final Terms.

Risk Factors There are certain factors that may affect the Issuer’s ability to fulfil its

obligations under Notes issued under the Programme. These are set out under

“Risk Factors” and include risks concerning general economic conditions in

Canada and globally the Issuer’s creditworthiness, legislative and regulatory

changes, market rates and price changes and counterparty risk exposure.

26

RISK FACTORS

The Issuer believes that the following factors are material for the purpose of assessing the market risks

associated with Notes issued under the Programme. All of these factors are contingencies which may or may not

occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring

or the likelihood or extent to which any such contingencies may affect the ability of the Issuer to pay interest,

principal or other amounts in connection with the Notes.

There are also additional factors that may affect the Issuer’s ability to fulfill its obligations under Notes issued

under the Programme, including the Issuer’s ability to pay interest, principal or other amounts in connection

with the Notes, which are set out in the Registration Document incorporated by reference herein, under the

heading “Risk Factors”.

The Issuer believes that the factors described below and in the Registration Document represent the principal

risks inherent in investing in Notes issued under the Programme, but there may be other factors relevant to

assessing the market risks associated with Notes issued under the Programme than those described below and

additional factors that may affect the Issuer’s ability to fulfill its obligations under Notes than those described in

the Registration Document. Accordingly, the Issuer does not represent that the statements below and in the

Registration Document regarding the risks of holding or investing in any Notes are exhaustive. The risks

described below and in the Registration Document are not the only risks the Issuer faces. Additional risks and

uncertainties, including those not presently known to the Issuer or that it currently believes to be immaterial,

could also have a material impact on the Issuer’s business operations or the Notes.

Prospective investors should note that the risks relating to the Issuer, its industry and the Notes summarized in

the section of this Prospectus headed “Summary” are the risks the Issuer believes to be the most essential to an

assessment by a prospective investor of whether to consider an investment in the Notes. However, as the risks

the Issuer faces relate to events and depend on circumstances that may or may not occur in the future,

prospective investors should consider not only the information on the key risks summarized in the section of this

Prospectus headed “Summary of the Programme” but also, among other things, the risks and uncertainties

described below and the risk factors set out in the Registration Document.

Terms used in this section and not otherwise defined shall have the meanings given to them in the Conditions.

Factors that may affect the Issuer’s ability to fulfill its obligations under Notes issued

under the Programme

Prospective investors should consider the section entitled “Risk Factors” provided in the Registration Document

referred to in “Documents Incorporated by Reference” on page 43 of this Prospectus.

Factors which are material for the purpose of assessing the market risks associated with

Notes issued under the Programme

Each of the risks highlighted below could adversely affect the trading price of, or the ability to resell, any Notes

or the rights of investors under any Notes and, as a result, investors could lose some or all of their investment.

The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes

issued under the Programme, but the Issuer may be unable to pay or deliver amounts on or in connection with

any Notes for other reasons and the Issuer does not represent that the statements below regarding the risks of

holding any Notes are exhaustive.

Notes subject to optional redemption by the Issuer

An optional redemption feature of Notes is likely to limit the market value and could reduce secondary market

liquidity of Notes. During any period when the Issuer may elect to redeem Notes, the market value of those

Notes generally will not rise substantially above the price at which they can be redeemed. This may also be true

prior to any redemption period.

27

If the Notes have an optional redemption feature, the Issuer may be more likely to redeem Notes when its cost of

borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to

reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being

redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider

reinvestment risk in light of other investments available at that time.

Fixed/Floating Rate Notes

Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a

floating rate, or from a floating rate to a fixed rate. The Issuer’s ability to convert the interest rate will affect the

secondary market and the market value of such Notes since the Issuer may be expected to convert the rate when

it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate,

the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable

Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower

than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may be

lower than then prevailing rates on its Notes.

Notes issued at a substantial discount or premium

The issue price of Notes specified in the applicable Final Terms may be more than the market value of such

Notes as of the issue date, and the price, if any, at which a Dealer or any other person is willing to purchase the

Notes in secondary market transactions may be lower than the issue price.

The market values of securities issued at a substantial discount or premium to their nominal amount tend to

fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing

securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared

to conventional interest-bearing securities with comparable maturities.

Basel Capital Requirements Directive

In order to promote a more resilient banking sector and strengthen global capital standards, the Basel Committee

on Banking Supervision (“BCBS”) implemented significant capital reform to the risk-based capital framework.

The reform is being referred to as Basel III and its objective is to improve the quality of capital and increase the

quantity of capital supporting global financial intermediation. While Basel III became effective on 1 January

2013, the capital reform is ongoing as the BCBS has issued and continues to issue consultative proposals on

numerous topics to further enhance the capital standards. The Issuer currently complies with Basel III capital

requirement but the Issuer cannot predict the effects of future regulatory changes on both its own financial

performance or the impact on the pricing of the debt or derivative securities issued by the Issuer. Prospective

investors should consult their own advisers as to the potential consequences for them and for the Issuer relating

to the application of future changes in the Basel III capital framework.

Taxpayer Protection and Bank Recapitalisation Regime

The Department of Finance (Canada) published a consultation paper on August 1, 2014 on the Taxpayer

Protection and Bank Recapitalization (bail-in) regime. The overarching policy objective is to preserve financial

stability while protecting taxpayers in the event of a domestic systemically important bank (“D-SIB”) failure,

and is consistent with the objectives of the Financial Stability Board’s rule for total loss-absorbing capacity

applicable to global systemically important banks. The bail-in regime is designed to enable the expedient

conversion, in whole or in part, of certain bank liabilities (bail-in debt) into common equity at the point of non-

viability, thus ensuring that the D-SIB emerges from conversion as adequately capitalised without using

taxpayer funds. Bail-in debt includes long-term senior unsecured debt that is tradable and transferable, and has

an original term to maturity of over 400 days. Consumer deposits are excluded. The rules would not be applied

retroactively to liabilities outstanding as of the implementation date.

The 2016 Federal Budget released on March 22, 2016 confirmed the Government’s intention to introduce

framework legislation for the bail-in regime. A Budget Implementation Bill (Bill C-15) was released on April

20, 2016 and has received Royal Assent. It included amendments to existing legislation, such as the Canada

Deposit Insurance Corporation (CDIC) and Bank Acts, to enable appropriate statutory powers to enact the

forthcoming law. Highlights from Bill C-15 include: (i) specified eligible shares and liabilities of D-SIB may

only be converted into common shares; (ii) the CDIC will set the terms and conditions of a conversion,

28

including its timing; and (iii) OSFI shall establish the amount of the higher loss absorbency requirement for D-

SIBs.

Risks related to Subordinated Notes

General Risks related to Subordinated Notes

Remedies for the Issuer’s breach of its obligations under the Subordinated Notes are limited

Absent an Event of Default in respect of the Subordinated Notes (which shall only occur if the Issuer becomes

insolvent or bankrupt or subject to the provisions of the Winding-Up and Restructuring Act (Canada), the Issuer

goes into liquidation either voluntarily or under an order of a court of competent jurisdiction, or the Issuer

otherwise acknowledges its insolvency), the holders of the Subordinated Notes shall not be entitled to declare

the principal amount of the Subordinated Notes due and payable under any circumstance. As a result, investors

will have no right of acceleration in the event of a non-payment of interest or a failure or breach in the

performance of any other covenant of the Issuer, although legal action could be brought to enforce any covenant

of the Issuer.

Risks related to Automatic Conversion

The Subordinated Notes are loss-absorption financial instruments that involve risk and may not be a suitable

investment for all investors

The Subordinated Notes are loss-absorption financial instruments designed to comply with applicable Canadian

banking regulations and involve certain risks. Each potential investor of the Subordinated Notes must determine

the suitability (either alone or with the help of a financial adviser) of that investment in light of its own

circumstances and each potential investor should understand thoroughly the terms of the Subordinated Notes,

such as the provisions governing the Automatic Conversion, and under what circumstances a Non-Viability

Trigger Event could occur.

A potential investor should not invest in the Subordinated Notes unless it has the knowledge and expertise

(either alone or with a financial advisor) to evaluate how the Subordinated Notes will perform under changing

conditions, the resulting effects on the likelihood of the Automatic Conversion into Common Shares and the

value of the Subordinated Notes, and the impact this investment will have on the potential investor’s overall

investment portfolio. Prior to making an investment decision, potential investors should consider carefully, in

light of their own financial circumstances and investment objectives, all the information contained in this

Prospectus or incorporated by reference herein.

The Subordinated Notes are subject to an automatic and immediate conversion into Common Shares upon a

Non-Viability Trigger Event

Upon the occurrence of an Automatic Conversion following a Non-Viability Trigger Event, an investment in the

Subordinated Notes will automatically and immediately become an investment in Common Shares. Upon an

Automatic Conversion, any accrued and unpaid interest will be added to the nominal amount of the

Subordinated Notes held by the investor and such accrued but unpaid interest, together with the principal

amount of the Subordinated Notes, will be deemed paid in full by the issuance of Common Shares upon such

conversion. On conversion, the holders of Subordinated Notes shall have no further rights under the

Subordinated Notes or the Deed of Covenant and the Issuer shall have no further obligations to holders of the

Subordinated Notes under or in relation to such Subordinated Notes. An Automatic Conversion upon the

occurrence of a Non-Viability Trigger Event is not an event of default under the terms of the Subordinated

Notes.

Potential investors in Subordinated Notes should understand that, if a Non-Viability Trigger Event occurs and

Subordinated Notes are converted into Common Shares, investors are obliged to accept the Common Shares

even if they do not at the time consider such Common Shares to be an appropriate investment for them and

despite any change in the financial position of the Issuer since the issue of the Subordinated Notes or any

disruption to the market for those Common Shares or to capital markets generally.

29

The number and value of Common Shares to be received on an Automatic Conversion may be worth

significantly less than the nominal amount of the Subordinated Notes and are variable and subject to further

dilution

The number of Common Shares to be received for each Subordinated Note is calculated by reference to the

prevailing market price of Common Shares immediately prior to a Non-Viability Trigger Event, subject to the

Floor Price. Upon the occurrence of an Automatic Conversion, there is no certainty of the value of the Common

Shares to be received by the holders of the Subordinated Notes and the value of such Common Shares could be

significantly less than the nominal amount of the Subordinated Notes and any accrued and unpaid interest

thereon. There may be an illiquid market, or no market at all, in Common Shares received upon an Automatic

Conversion, and investors may not be able to sell the Common Shares at a price equal to the nominal amount of

the Subordinated Notes and accrued and unpaid interest, if any, thereon and as a result may suffer significant

loss.

If the Subordinated Notes are denominated in a currency other than Canadian dollars, for the purpose of

calculating the number and value of Common Shares to be received on an Automatic Conversion the principal

amount thereof and any accrued and unpaid interest thereon will be converted from the Specified Currency of

the Subordinated Notes into Canadian dollars on the basis of the exchange rate between Canadian dollars and

the Specified Currency, determined in accordance with the Conditions. Accordingly, the exchange rate between

Canadian dollars and the Specified Currency may impact the number and value of Common Shares to be

received on an Automatic Conversion and the value of such Common Shares could be significantly less than the

nominal amount of the Subordinated Notes.

The Issuer is expected to have outstanding from time to time other securities, including other subordinated

indebtedness, that will automatically and immediately convert into Common Shares upon a Non-Viability

Trigger Event. Certain other securities of the Issuer may use a lower effective floor price or a higher multiplier

than those applicable to the Subordinated Notes to determine the maximum number of Common Shares to be

issued to holders of such instruments upon an Automatic Conversion. Accordingly, holders of Subordinated

Notes will receive Common Shares pursuant to an Automatic Conversion at a time when other securities of the

Issuer may be converted into Common Shares at a conversion rate that is more favorable to the holders of such

securities than the rate applicable to the holders of Subordinated Notes. Therefore, the value of the Common

Shares received by holders of Subordinated Notes following an Automatic Conversion could be further diluted.

In addition, in the circumstances surrounding a Non-Viability Trigger Event, OSFI or other governmental

authorities or agencies may also require other steps to be taken to restore or maintain the viability of the Issuer,

such as the injection of new capital and the issuance of additional Common Shares or other securities.

Accordingly, holders of Subordinated Notes will receive Common Shares pursuant to an Automatic Conversion

at a time when other debt obligations of the Issuer may be converted into Common Shares, and additional

Common Shares or securities ranking in priority to the Common Shares may be issued, thereby causing

substantial dilution to holders of Common Shares and the holders of Subordinated Notes, who will become

holders of Common Shares upon the Non-Viability Trigger Event.

In addition, fractions of Common Shares will not be issued or delivered pursuant to an Automatic Conversion

and no cash payment will be made in lieu of a fractional Common Share.

The circumstances surrounding or triggering an Automatic Conversion are unpredictable

The decision as to whether a Non-Viability Trigger Event will occur is a subjective determination by OSFI that

is outside the control of the Issuer. OSFI has stated that it will consult with the Canada Deposit Insurance

Corporation, the Bank of Canada, the Department of Finance Canada (the “Department of Finance”) and the

Financial Consumer Agency of Canada prior to making a non-viability determination. The conversion of non-

viability contingent instruments alone may not be sufficient to restore an institution to viability and other public

sector interventions, including liquidity assistance, would likely be used in tandem with the conversion of non-

viability contingent instruments to maintain an institution as a going concern. Consequently, while OSFI would

have the authority to trigger conversion, in practice, its decision to activate the trigger would be conditioned by

the legislative provisions and decision frameworks associated with the accompanying interventions by one or

more of the Canada Deposit Insurance Corporation, the Bank of Canada, the Department of Finance and the

Financial Consumer Agency of Canada. In assessing whether the Issuer has ceased, or is about to cease, to be

viable and that, after the conversion of all contingent instruments, it is reasonably likely that the viability of the

Issuer will be restored or maintained, OSFI has stated that it would consider, in consultation with the authorities

30

referred to above, all relevant facts and circumstances, including the criteria outlined in relevant legislation and

regulatory guidance. Those facts and circumstances may include a consideration of the following criteria, which

may be mutually exclusive and should not be viewed as an exhaustive list:

• whether the assets of the Issuer are, in the opinion of OSFI, sufficient to provide adequate protection to

the Issuer’s depositors and creditors;

• whether the Issuer has lost the confidence of depositors or other creditors and the public (for example,

ongoing increased difficulty in obtaining or rolling over short-term funding);

• whether the Issuer’s regulatory capital has, in the opinion of OSFI, reached a level, or is eroding in a

manner, that may detrimentally affect its depositors and creditors;

• whether the Issuer has failed to pay any liability that has become due and payable or, in the opinion of

OSFI, the Issuer will not be able to pay its liabilities as they become due and payable;

• whether the Issuer failed to comply with an order of OSFI to increase its capital;

• whether, in the opinion of OSFI, any other state of affairs exists in respect of the Issuer that may be

materially prejudicial to the interests of the Issuer’s depositors or creditors or the owners of any assets

under the Issuer’s administration; and

• whether the Issuer is unable to recapitalize on its own through the issuance of Common Shares or other

forms of regulatory capital (for example, no suitable investor or group of investors exists that is willing

or capable of investing in sufficient quantity and on terms that will restore the Issuer’s viability, nor is

there any reasonable prospect of such an investor emerging in the near-term in the absence of

conversion of contingent instruments).

The facts and circumstances that OSFI may consider may change from time to time as a result of evolving legal

and regulatory developments.

If a Non-Viability Trigger Event occurs, then the interests of depositors, other creditors of the Issuer, and

holders of the Issuer’s securities which are not contingent instruments will all rank in priority to the holders of

contingent instruments, including the Subordinated Notes. OSFI retains full discretion to choose whether or not

to trigger non-viable contingent capital, including Automatic Conversion, notwithstanding a determination that

the Issuer has ceased, or is about to cease, to be viable. Under such circumstances, the holders of Subordinated

Notes may be exposed to losses through the use of other resolution tools or in liquidation. For more information

on such resolution tools, see the discussion under “— The Subordinated Notes may become subject to other

resolution actions under current and proposed Canadian resolution powers” below.

Because of the inherent uncertainty regarding the determination of when an Automatic Conversion may occur, it

will be difficult to predict when, if at all, the Subordinated Notes will be mandatorily converted into Common

Shares. In addition, investors in the Subordinated Notes are likely not to receive any advance notice of the

occurrence of a Non-Viability Trigger Event. As a result of this uncertainty, trading behaviour in respect of the

Subordinated Notes is not necessarily expected to follow trading behavior associated with other types of

convertible or exchangeable securities. Any indication, whether real or perceived, that the Issuer is trending

towards a Non-Viability Trigger Event can be expected to have an adverse effect on the market price of the

Subordinated Notes and of the Common Shares, whether or not such Non-Viability Trigger Event actually

occurs. Therefore, in such circumstances, investors may not be able to sell their Subordinated Notes easily or at

prices that will provide them with a yield comparable to other types of subordinated securities, including the

Issuer’s other subordinated debt securities. In addition, subject to the applicable floor price, the risk of

Automatic Conversion could drive down the price of Common Shares and have a material adverse effect on the

market value of Common Shares received upon Automatic Conversion.

Following an Automatic Conversion, holders will no longer have rights as a creditor and will only have rights

as a holder of Common Shares

Upon an Automatic Conversion, the rights, terms and conditions of the Subordinated Notes, including with

respect to priority and rights on liquidation, will no longer apply as all such Subordinated Notes will have been

converted on a full and permanent basis into Common Shares ranking on parity with all other outstanding

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Common Shares. If an Automatic Conversion occurs, then the interest of depositors, other creditors of the

Issuer, and holders of Issuer securities that are not contingent instruments (including Deposit Notes) will all rank

in priority to the holders of contingent instruments, including the Subordinated Notes.

Given the nature of the Non-Viability Trigger Event, a holder of Subordinated Notes will become a holder of

Common Shares at a time when the Issuer’s financial condition has deteriorated. If the Issuer were to become

insolvent or wound-up after the occurrence of a Non-Viability Trigger Event, as holders of Common Shares

investors may receive substantially less than they might have received had the Subordinated Notes not been

converted into Common Shares.

An Automatic Conversion may also occur at a time when a federal or provincial government or other

government agency in Canada has provided, or will provide, a capital injection or equivalent support, the terms

of which may rank in priority to the Common Shares with respect to the payment of dividends, rights on

liquidation or other terms.

The Issuer’s obligations under the Subordinated Notes will be unsecured and subordinated, and the rights of the

holders of Subordinated Notes will be further subordinated upon an Automatic Conversion

The Subordinated Notes will be the Issuer’s direct unsecured subordinated obligations which, if the Issuer

becomes insolvent or is wound-up (prior to the occurrence of a Non-Viability Trigger Event), will rank equally

with the Issuer’s other subordinated indebtedness and will be subordinate in right of payment to the claims of

the Issuer’s depositors and other unsubordinated creditors.

Therefore, if, prior to the occurrence of a Non-Viability Trigger Event, the Issuer becomes insolvent or is

wound-up, the assets of the Issuer would first be applied to satisfy all rights and claims of holders of senior

indebtedness (including deposit liabilities). If the Issuer does not have sufficient assets to settle claims of such

senior indebtedness holders (including deposit liabilities) in full, the claims of the holders of the Subordinated

Notes will not be settled and, as a result, the holders will lose the entire amount of their investment in the

Subordinated Notes. The Subordinated Notes will share equally in payment with claims under other

subordinated indebtedness if the Issuer does not have sufficient funds to make full payments on all of them, as

applicable. In such a situation, holders could lose all or part of their investment.

In addition, holders should be aware that, upon the occurrence of a Non-Viability Trigger Event, all of the

Issuer’s payment obligations under the Subordinated Notes shall be deemed paid in full by the issuance of

Common Shares upon an Automatic Conversion, and each holder will effectively be further subordinated due to

the change in their status following an Automatic Conversion from being the holder of a debt instrument ranking

ahead of holders of Common Shares to being the holder of Common Shares.

As a result, upon the occurrence of an Automatic Conversion, the holders could lose all or part of their

investment in the Subordinated Notes irrespective of whether the Issuer has sufficient assets available to settle

what would have been the claims of the holders of the Subordinated Notes or other securities subordinated to the

same extent as the Subordinated Notes, in proceedings relating to an insolvency or winding-up.

Holders do not have anti-dilution protection in all circumstances

The Floor Price that is used to calculate the Conversion Price is subject to adjustment in a limited number of

events:

(1) the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to

all holders of Common Shares as a stock dividend or similar distribution;

(2) the subdivision, redivision or change of the Common Shares into a greater number of Common Shares;

and

(3) the reduction, combination or consolidation of the Common Shares into a lesser number of Common

Shares.

In addition, in the event of a capital reorganization, consolidation, merger or amalgamation of the Issuer or

comparable transaction affecting the Common Shares after the date of this Prospectus, the Issuer will take such

action as is within its power to ensure that holders of Subordinated Notes receive, pursuant to an Automatic

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Conversion, the number of Common Shares or other securities that such holders would have received if the

Automatic Conversion occurred immediately prior to the record date for such event. However, there is no

requirement that there will be an adjustment of the Floor Price or other anti-dilutive action by the Issuer for

every corporate or other event that may affect the market price of the Common Shares. Accordingly, the

occurrence of events in respect of which no adjustment to the Floor Price is made may adversely affect the

number of Common Shares issuable to a holder of Subordinated Notes upon an Automatic Conversion.

The Issuer reserves the right not to deliver Common Shares upon an Automatic Conversion.

Upon an Automatic Conversion, the Issuer reserves the right not to deliver some or all, as applicable, of the

Common Shares issuable thereupon to any person whom the Issuer or Fiscal Agent has reason to believe is an

Ineligible Person or any person who, by virtue of the operation of the Automatic Conversion, would become a

Significant Shareholder through the acquisition of Common Shares. In such circumstances, the Issuer will

attempt to facilitate the sale of such Common Shares. Those sales (if any) may be made at any time and at any

price. The Issuer will not be subject to any liability for failure to sell such Common Shares on behalf of such

persons or at any particular price on any particular day. Each prospective investor should consult their own legal

advisor as to whether they may be considered an Ineligible Person.

The tax consequences of holding Common Shares following an Automatic Conversion will likely be different for

most categories of holders from the tax consequences for them of holding Subordinated Notes.

Upon the occurrence of a Non-Viability Trigger Event, Subordinated Notes will automatically and immediately

convert into Common Shares. The tax consequences of holding Common Shares following an Automatic

Conversion will likely be different for most categories of holders from the tax consequences for them of holding

Subordinated Notes. Each prospective investor should consult their own tax advisor regarding the tax

consequences of a conversion of the Subordinated Notes into Common Shares.

A Noteholder shall be responsible for all taxes arising upon an Automatic Conversion

The Terms and Conditions provide that a Noteholder shall be responsible for paying any taxes and capital,

stamp, issue, registration and transfer taxes and duties arising to such Noteholder on an Automatic Conversion.

The U.S. federal income tax treatment of instruments such as the Subordinated Notes is uncertain and,

accordingly, the U.S. Internal Revenue Service (“IRS”) may take a different position than the Issuer or an

investor regarding the appropriate characterization and treatment of the Subordinated Notes

There is no authority that addresses the U.S. federal income tax treatment of instruments like the

Subordinated Notes that are in form subordinated debt instruments but that provide for Automatic

Conversion into Common Shares upon the occurrence of a Non-Viability Trigger Event. As discussed

under “Tax Considerations—United States Taxation,” the Issuer intends to consider the Subordinated Notes

as debt for U.S. federal income tax purposes; however, there can be no assurance that the IRS would not

treat the Subordinated Notes for U.S. federal income tax purposes differently, and there can be no

assurance that any alternative tax treatment, if successfully asserted by the IRS, would not have adverse

U.S. federal income tax consequences to a holder of the Subordinated Notes. Each prospective investor

should consult its own tax advisor regarding the appropriate characterization of the Subordinated Notes

and the tax consequences to it if the IRS successfully asserts a characterization that differs from the

Issuer’s characterization of the Subordinated Notes.

Risks related to Notes generally

Set out below is a brief description of material risks relating to the Notes generally:

Modification, waivers and substitution

The Conditions contain provisions for calling meetings of Noteholders to consider matters affecting their

interests generally. These provisions permit defined majorities to bind all Noteholders (and to modify or waive

certain terms and conditions of the Notes or covenants and agreements made by the Issuer) including

Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner

contrary to the majority. The Conditions permit the substitution of any company that is a Subsidiary of the

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Issuer for the Issuer as principal debtor under the Notes, without the consent of the Noteholders or the

Couponholders, in certain circumstances.

The Conditions also provide that the Agency Agreement, the Notes and any Coupons attached to the Notes may

be amended by the Issuer and the Agent without the consent of the holder of any Note or Coupon (i) for the

purpose of curing any ambiguity, or for curing, correcting or supplementing any defective provision contained

therein or to provide for substitution of the Issuer, (ii) to make any further modifications of the terms of the

Agency Agreement necessary or desirable to allow for the issuance of any additional Notes (which

modifications shall not be materially adverse to holders of outstanding Notes) or (iii) in any manner which the

Issuer and the Agent may deem necessary or desirable and which shall not materially adversely affect the

interests of the holders of the Notes and Coupons. The Issuer shall only permit any modification of, or any

waiver or authorization of any breach or proposed breach of or any failure to comply with, the Agency

Agreement, the Notes and any Coupons attached to the Notes, if to do so could not reasonably be expected to be

prejudicial to the interests of the Noteholders.

Tax treatment

The tax treatment of any amount to be paid to a Noteholder in relation to the Notes may reduce such

Noteholder’s effective yield on such Notes. Tax treatment may change before the maturity or redemption of the

Notes and may result in early redemption of the Notes and/or the Noteholder receiving a lower return on the

Notes.

Foreign Account Tax Compliance and Common Reporting Standard

Sections 1471 through 1474 of the Code and applicable regulations thereunder (commonly referred to as

“FATCA”) may impose a 30% withholding tax on payments of U.S. source income and, beginning 1 January

2019, on payments of gross proceeds from the sale, exchange or redemption of property that gives rise to U.S.

source dividends or interest, in each case to (i) certain non-U.S. financial institutions (“FFIs”) that do not enter

into and comply with an agreement to provide the IRS information about their accountholders (as defined for

purposes of FATCA), comply with rules or law implementing an intergovernmental agreement (“IGA”)

between the United States and the non-U.S. financial institution’s jurisdiction implementing FATCA with

respect to such jurisdiction or otherwise qualify for an exemption from, or are deemed to comply with, FATCA

(an institution meeting such requirements, a “Compliant FFI”) and (ii) certain other non-U.S. entities

(“NFFEs”) that do not provide payors information about their substantial U.S. holders or establish that they

have no substantial U.S. holders.

The United States and a number of other jurisdictions have reached, agreed in substance to or announced their

intention to negotiate IGAs to facilitate the implementation of FATCA with respect to FFIs in such jurisdictions.

Under the “Model 1” IGA released by the United States, an FFI in an IGA signatory country that complies with

requirements under the IGA could be treated as a Reporting Financial Institution (“Reporting FI”) not subject

to withholding under FATCA on any payments it receives. Further, a Reporting FI in a Model 1 IGA

jurisdiction would not be required to withhold under FATCA or an IGA (or any law implementing an IGA)

from payments it makes unless it has agreed to do so under the U.S. "qualified intermediary," "withholding

foreign partnership," or "withholding foreign trust" regimes. Under the Model 1 IGA, a Reporting FI would still

be required to report certain information in respect of its account holders and investors to its home government.

The United States and Canada have entered into an agreement (the “US-Canada IGA”) based largely on the

Model 1 IGA.

The Issuer expects to be treated as a Reporting FI pursuant to the US-Canada IGA. However, the FATCA rules,

and in particular the rules governing foreign passthru payments, have not yet been fully developed, so the future

application of FATCA to the Issuer and the holders of Notes is uncertain. Noteholders may be required to

provide certain information to the Issuer or other payors in order (i) for holders to avoid FATCA withholding

from payments on the Notes, (ii) for the Issuer to avoid the imposition of a FATCA withholding tax on

payments it receives or (iii) for the Issuer to comply with the rules under FATCA or an applicable IGA

(including laws implementing such an IGA). If a holder (including an intermediary) fails to provide the Issuer,

or any other agent of the Issuer with any correct, complete and accurate information that may be required for the

Issuer to comply with FATCA and/or to prevent the imposition of FATCA withholding tax, the Issuer may

withhold amounts otherwise distributable to the holder.

The requirements of the US-Canada IGA have been implemented through amendments to the Income Tax Act

(Canada) and the enactment of the Canada-United States Enhanced Tax Information Exchange Agreement

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Implementation Act (the “US-Canada IGA Implementation Act”). Under the provisions of the US-Canada

IGA Implementation Act, CIBC is required to determine whether financial accounts are held by U.S. persons

and must report information on certain accounts owned or controlled by U.S. taxpayers, directly to the Canada

Revenue Agency (the “CRA”). CIBC may be required to collect information from holders of Notes (other than

Notes that are regularly traded on an established securities market for purposes of the IGA), including such

holders’ status as a “Specified U.S. Persons” (as defined in the IGA) and report information regarding such

holder’s investment in the Notes to the CRA. The CRA would then communicate this information to the IRS

under the existing provisions of the Canada-United States Tax Convention (1980) (as amended). For this

purpose, a Note is not considered to be “regularly traded” if the holder (other than certain financial institutions

acting as intermediary) is registered on the books of CIBC.

No additional amounts will be paid in respect of any U.S. tax withheld under the FATCA rules from payments

on the Notes. Potential investors should consult their tax advisers regarding the implications of the FATCA rules

for their investment in Notes, including the implications resulting from the status under these rules of each

financial intermediary through which they hold Notes.

While the Notes are in global form and held within Euroclear, Clearstream, Luxembourg or DTC (together, the

“Clearing Systems”), in all but the most remote circumstances, it is not expected that FATCA will affect the

amount of any payment received by the applicable Clearing System (see “Taxation – United States – FATCA”).

However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain

leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments

free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution

that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to

provide its broker (or other custodian or intermediary from which it receives payment) with any information,

forms, other documentation or consents that may be necessary for the payments to be made free of FATCA

withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant

with FATCA or other laws or agreements related to FATCA), provide each custodian or intermediary with any

information, forms, other documentation or consents that may be necessary for such custodian or intermediary

to make a payment free of FATCA withholding. Investors should consult their own tax adviser to obtain a more

detailed explanation of FATCA and how FATCA may affect them. The Issuer’s obligations under the Notes are

discharged once it has paid the depositary, common depositary or common safekeeper for the relevant Clearing

System(s) (as bearer or registered holder of the Notes) and the Issuer has therefore no responsibility for any

amount thereafter transmitted through hands of the relevant Clearing Systems and custodians or intermediaries.

Potential investors should refer to the section “Taxation – United States – U.S. Alien Holders – FATCA”.

No additional amounts will be paid in respect of any U.S. tax withheld under the FATCA rules from payments

on the Notes. Potential investors should consult their tax advisers regarding the implications of the FATCA rules

for their investment in Notes, including the implications resulting from the status under these rules of each

financial intermediary through which they hold Notes.

Similar to FATCA, under the Organisation for Economic Co-operation and Development’s (“OECD”) initiative

for the automatic exchange of information, many countries have committed to automatic exchange of

information relating to accounts held by tax residents of signatory countries, using a common reporting

standard.

Canada is one of over 90 countries that has signed the OECD’s Multilateral Competent Authority Agreement

and Common Reporting Standard (“CRS”), which provides for the implementation of the automatic exchange

of tax information. On 15 April 2016, draft legislation to implement the CRS in Canada was released, which

will require Canadian financial institutions to report certain information concerning certain investors resident in

participating countries to the Canada Revenue Agency and to follow certain due diligence procedures. The

Canada Revenue Agency will then provide such information to the tax authorities in the applicable investors’

countries of residence, where required under CRS. The CRS will is intended to be effective in Canada as of 1

July 2017, with the first exchanges of financial account information beginning in 2018. Similar implementing

legislation is expected to be introduced by other signatory countries to the CRS. The Issuer will meet all

obligations imposed under FATCA, the CRS and other tax information regimes, in accordance with local law, in

all applicable jurisdictions in which it operates.

Canadian Usury Laws

The Criminal Code (Canada) prohibits the receipt of “interest” at a “criminal rate” (namely, an effective annual

rate of interest of 60%). Accordingly, provisions for the payment of interest or for the payment of a redemption

35

amount in excess of the aggregate principal amount of Notes may not be enforceable if such provisions provide

for the payment of “interest” (as calculated for the purposes of such statute) which is in excess of an effective

annual rate of interest of 60%.

Insolvency procedures

In the event that the Issuer becomes insolvent, insolvency proceedings will be generally governed by the

insolvency laws of Canada. The insolvency laws of Canada may be different from the insolvency laws of an

investor’s home jurisdiction and the treatment and ranking of holders of Notes issued by the Issuer and the

Issuer’s other creditors and shareholders under the insolvency laws of Canada may be different from the

treatment and ranking of holders of those Notes and the Issuer’s other creditors and shareholders if the Issuer

was subject to the insolvency laws of the investor’s home jurisdiction.

Notes issued by the Issuer do not evidence or constitute deposits that are insured under the Canada Deposit

Insurance Corporation Act.

No obligation to maintain listing

Notes may be listed on the Regulated Market and the Issuer may, in certain circumstances, seek to delist Notes

which are listed on the Regulated Market or another securities exchange or market provided that in such cases

the Issuer will be required to use its reasonable endeavours to obtain and maintain a listing of such Notes on an

alternative stock exchange or exchanges (which may be outside the European Union) as it may reasonably

determine and the Issuer shall notify the relevant Dealers of any such change of listing. These circumstances

include any future law, rule of the Exchange or any other securities exchange or any EU Directive imposing

other requirements (including new corporate governance requirements) on the Issuer or any of its affiliates that

the Issuer in good faith determines are impractical or unduly burdensome in order to maintain the continued

listing of any Notes issued under the Programme on the Exchange or the relevant exchange.

In these circumstances, the Issuer may, in its sole discretion, determine that it is impractical or unduly

burdensome to maintain such listing and seek to terminate the listing of such Notes provided it uses all

reasonable endeavours to seek an alternative admission to listing, trading and/or quotation of such Notes by

another listing authority, securities exchange and/or quotation system that it deems appropriate. However, if

such alternative listing is not available or, in the opinion of the Issuer is impractical or unduly burdensome, an

alternative listing may not be obtained.

Although there is no assurance as to the liquidity of any Notes as a result of the listing on a regulated market in

the European Union, delisting such Notes may have a material effect on the ability of investors to (a) continue to

hold such Notes or (b) resell the Notes in the secondary market.

Change of Law

The Terms and Conditions of the Notes are based on the laws of the Province of Ontario and the federal laws of

Canada applicable therein or (if the applicable Final Terms indicates the Notes are governed by English law),

English law in effect as at the date of issue of the relevant Notes. No assurance can be given as to the impact of

any possible judicial decision or change to the laws of the Province of Ontario or the federal laws of Canada

applicable therein or English law, as applicable, or administrative practice after the date of issue of the relevant

Notes and such judicial decision or change to the laws may affect the enforceability of the Notes, time limits

within which to bring claims or result in early redemption of the Notes. Upon an early redemption of the Notes

an investor may not be able to reinvest the redemption proceeds at an effective interest rate as high as the

interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate.

Integral multiples and Definitive Notes

In relation to any issue of Notes that has a specified denomination consisting of the minimum Specified

Denomination plus a higher integral multiple of another smaller amount, it is possible that the Notes may be

traded in amounts in excess of the minimum Specified Denomination that are not integral multiples of such

minimum Specified Denomination. In such a case, (i) should Definitive Notes be required to be issued, a

Noteholder who holds Notes in the relevant clearing system(s) in amounts that are not integral multiples of a

Specified Denomination may need to purchase or sell, on or before the relevant Exchange Date, a nominal

amount of Notes such that such Noteholder’s holding is an integral multiple of a Specified Denomination and

36

(ii) a Noteholder who does not have at least the minimum Specified Denomination in its account with the

relevant clearing system(s) at the relevant time will not be able to exercise any direct rights under the Deed of

Covenant against the Issuer.

If Definitive Notes are issued, holders should be aware that Definitive Notes which have a denomination that is

not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

The return on an investment in Notes will be affected by charges incurred by investors

An investor’s total return on an investment in Notes will be affected by the level of fees charged to the investor,

including fees charged to the investor as a result of the Notes being held in a clearing system. Such fees may

include charges for opening accounts, transfers of securities, custody services and fees for payment of principal,

interest or other sums due under the terms of the Notes. Investors should carefully investigate these fees before

making their investment decision.

Notes in New Global Note form

The New Global Note form has been introduced to allow for the possibility of notes being issued and held in a

manner which will permit them to be recognized as eligible collateral for monetary policy of the central banking

system for the euro (the “Eurosystem”) and intra-day credit operations by the Eurosystem either upon issue or

at any or all items during their life. However, in any particular case such recognition will depend upon

satisfaction of the Eurosystem eligibility criteria at the relevant time. Investors should make their own

assessment as to whether the Notes meet such Eurosystem eligibility criteria.

Additional issuances of Notes

The Issuer may issue additional Notes with terms identical to those of a series of outstanding notes. These

additional Notes, even if they are treated for non-tax purposes as part of the same series as the original Notes,

may be treated as a separate series for Canadian income tax purposes and, in some cases may be treated as a

separate series for U.S. federal income tax purposes. If the additional Notes are issued with original issue

discount for U.S. federal income tax purposes where the original Notes had no original issue discount for U.S.

federal income tax purposes, or the additional Notes have a greater amount of original issue discount for U.S.

federal income tax purposes than the original Notes, these differences may affect the market value of the

original Notes if the additional Notes are not otherwise distinguishable from the original Notes.

Notes denominated in Renminbi are subject to additional risks

Notes denominated in Renminbi (“RMB Notes”) may be issued under the Programme. RMB Notes are subject

to particular risks:

Renminbi is not freely convertible and there are significant restrictions on the remittance of Renminbi into

and out of the PRC which may adversely affect the liquidity of RMB Notes

Renminbi is not freely convertible at present. The government of the PRC (the "PRC Government") continues

to regulate conversion between Renminbi and foreign currencies, including the Hong Kong dollar. However,

there has been significant reduction in control by the PRC Government in recent years, particularly over trade

transactions involving import and export of goods and services as well as other frequent routine foreign

exchange transactions. These transactions are known as current account items.

However, remittance of Renminbi by foreign investors into the PRC for the purposes of capital account items,

such as capital contributions, is generally only permitted upon obtaining specific approvals from, or completing

specific registrations or filings with, the relevant authorities on a case-by-case basis and is subject to a strict

monitoring system. Regulations in the PRC on the remittance of Renminbi into the PRC for settlement of capital

account items are developing gradually.

Although starting from 1 October 2016, the Renminbi will be added to the Special Drawing Rights basket

created by the International Monetary Fund, there is no assurance that the PRC Government will continue to

liberalize control over cross-border remittance of Renminbi in the future, that the pilot schemes for Renminbi

cross-border utilization will not be discontinued or that new regulations in the PRC will not be promulgated in

the future which have the effect of restricting or eliminating the remittance of Renminbi into or out of the PRC.

Further, if any new PRC regulations are promulgated in the future which have the effect of permitting or

37

restricting (as the case may be) the remittance of Renminbi for payment of transactions categorized as capital

accounts items, then such remittances will need to be made subject to the specific requirements or restrictions

set out in such rules. In the event that funds cannot be repatriated out of the PRC in Renminbi, this may affect

the overall availability of Renminbi outside the PRC and the ability of the Issuer to source Renminbi to finance

its obligations under RMB Notes.

Current and future restrictions on the convertibility of Renminbi may make it difficult for the Issuer to obtain

Renminbi for the purpose of servicing RMB Notes. If the Issuer is unable to source Renminbi, it may pay

Noteholders in U.S. dollars pursuant to the Conditions. Investors that receive payments in Renminbi should also

be aware of the restrictions on the convertibility of Renminbi into foreign currencies.

There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of RMB Notes

and the Issuer's ability to source Renminbi outside the PRC to service RMB Notes

As a result of the restrictions imposed by the PRC Government on cross-border Renminbi fund flows, the

availability of Renminbi outside the PRC is limited.

While the People's Bank of China (the "PBoC") has entered into agreements on the clearing of Renminbi

business with financial institutions in a number of financial centres and cities (the "Renminbi Clearing

Banks"), including but not limited to Hong Kong and are in the process of establishing Renminbi clearing and

settlement mechanisms in several other jurisdictions, the current size of Renminbi-denominated financial assets

outside the PRC is limited.

There are restrictions imposed by PBoC on Renminbi business participating banks in respect of cross-border

Renminbi settlement, such as those relating to direct transactions with PRC enterprises. Furthermore, Renminbi

business participating banks do not have direct Renminbi liquidity support from PBoC. The Renminbi Clearing

Bank only have access to onshore liquidity support from PBoC for the purpose of squaring open positions of

participating banks for limited types of transactions and are not obliged to square for participating banks any

open positions resulting from other foreign exchange transactions or conversion services. In such cases, the

participating banks will need to source Renminbi from outside the PRC to square such open positions.

Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its growth is

subject to many constraints as a result of PRC laws and regulations on foreign exchange. There is no assurance

that new PRC regulations will not be promulgated or the settlement agreements between the relevant RMB

Clearing Bank and PBoC will not be terminated or amended in the future so as to have the effect of restricting

availability of Renminbi offshore. The limited availability of Renminbi outside the PRC may affect the liquidity

of RMB Notes. There is no assurance that the Issuer will be able to source such Renminbi on satisfactory terms,

if at all. If Renminbi is not available in certain circumstances as described in the terms and conditions

applicable to RMB Notes, the Issuer can make payments in U.S. dollars as set out in the Conditions.

Investment in RMB Notes is subject to exchange rate risks

The value of Renminbi against the U.S. dollar and other foreign currencies fluctuates and is affected by changes

in the PRC and international political and economic conditions as well as many other factors. In August 2015,

the PBoC implemented changes to the way it calculates the midpoint against the U.S. dollar to take into account

the previous day’s closing rate and market-maker quotes before announcing the daily midpoint. This change,

among others that may be implemented, may increase the volatility in the value of the Renminbi against other

currencies. Except in the limited circumstances stipulated in Condition 6(c), all payments of interest and

principal with respect to RMB Notes will be made in Renminbi. As a result, the value of these Renminbi

payments may vary with the changes in the prevailing exchange rates in the marketplace. If the value of

Renminbi depreciates against another currency, the value in that currency of the investment made by a holder of

RMB Notes will decline.

Investment in RMB Notes is subject to currency risk

If the Issuer is not able, or it is impracticable for it, to satisfy its obligation to pay interest and principal on RMB

Notes as a result of Inconvertibility, Non-transferability or Illiquidity (each, as defined in Condition 5), the

Issuer shall be entitled, on giving not less than five or more than 30 calendar days' irrevocable notice to the

investors prior to the due date for payment, to settle any such payment in U.S. Dollars on the due date at the

U.S. Dollar Equivalent (as defined in the Conditions) of any such interest or principal, as the case may be.

38

Investment in RMB Notes is subject to interest rate risks

The PRC Government has gradually liberalized its regulation of interest rates in recent years. Further

liberalization may increase interest rate volatility. In addition, the interest rate for Renminbi in markets outside

the PRC may significantly deviate from the interest rate for Renminbi in the PRC as a result of foreign exchange

controls imposed by PRC law and regulations and prevailing market conditions.

If RMB Notes carry a fixed interest rate, the trading price of such RMB Notes will vary with the fluctuations in

the Renminbi interest rates. If holders of such RMB Notes try to sell their RMB Notes, they may receive an

offer lower than the amount they have invested.

Payments with respect to RMB Notes may be made only in the manner specified for such RMB Notes in the

Conditions

Investors may be required to provide certification and other information (including Renminbi account

information) in order to be allowed to receive payments in Renminbi in accordance with the Renminbi clearing

and settlement system for participating banks in Hong Kong. Except in the limited circumstances described in

Condition 6(c), all payments to investors in respect of RMB Notes will be made solely (i) for so long as RMB

Notes are represented by a global note by transfer to a Renminbi bank account maintained in Hong Kong, in

accordance with prevailing rules and procedures of Euroclear Bank SA/NV, Clearstream Banking S.A. or any

alternative clearing system as applicable, or (ii) for so long as RMB Notes are in definitive form, by transfer to a

Renminbi bank account maintained in Hong Kong in accordance with prevailing rules and regulations. Other

than described in Condition 15(c), the Issuer cannot be required to make payment by any other means (including

in any other currency or in bank instruments, by cheque or draft or by transfer to a bank account in the PRC).

Gains on the transfer of RMB Notes may become subject to income taxes under PRC tax laws

Under the PRC Enterprise Income Tax Law, the PRC Individual Income Tax Law and the relevant

implementing rules as amended from time to time, any gain realized on the transfer of Renminbi-denominated

Notes by non-PRC resident enterprise or individual holders may be subject to PRC enterprise income tax

("EIT") or PRC individual income tax ("IIT") if such gain is regarded as income derived from sources within

the PRC. While the PRC Enterprise Income Tax Law levies EIT at the rate of 20 per cent. of the gains derived

by such non-PRC resident enterprise Noteholders from the transfer of the Notes, its implementation rules have

reduced the enterprise income tax rate to 10 per cent. In accordance with the PRC Individual Income Tax Law

and its implementation rules (as amended from time to time), any gain realized by a non-PRC resident

individual Noteholder from the transfer of the Notes may be regarded as being sourced from the PRC and thus

be subject to IIT at a rate of 20 per cent. of the gains derived by such non-PRC resident individual Noteholder

from the transfer of the Notes. However, uncertainty remains as to whether the gain realized from the transfer of

Renminbi-denominated Notes by a non-PRC resident enterprise or individual holders would be treated as

income derived from sources within the PRC and subject to EIT or IIT. This will depend on how the PRC tax

authorities interpret, apply or enforce the PRC Enterprise Income Tax Law, the PRC Individual Income Tax

Law and the relevant implementing rules. According to the arrangement between the PRC and Hong Kong, for

the avoidance of double taxation, holders of Notes who are residents of Hong Kong including enterprise holders

and individual holders, will not be subject to EIT or IIT on any capital gains derived from a sale or exchange of

Renminbi-denominated Notes.

Therefore, if non-PRC resident enterprise or individual resident holders are required to pay PRC income tax on

gains derived from the transfer of Renminbi-denominated Notes (such EIT is currently levied at the rate of 10

per cent. of gains realized and such IIT is currently levied at the rate of 20 per cent. of gains realized (with

deduction of reasonable expenses), unless there is an applicable tax treaty between PRC and the jurisdiction in

which such non-PRC resident enterprise or individual resident holders of Renminbi-denominated Notes reside

that reduces or exempts the relevant EIT or IIT (however, qualified holders may not enjoy the treaty benefit

automatically but through a successful application with the PRC tax authorities)), the value of their investment

in Renminbi-denominated Notes may be materially and adversely affected.

Remittance of proceeds into or out of the PRC in Renminbi

In the event that the Issuer decides to remit some or all of the proceeds into the PRC in Renminbi, its ability to

do so will be subject to obtaining all necessary approvals from, and/or registration or filing with, the relevant

PRC government authorities. However, there is no assurance that the necessary approvals from, and/or

39

registration or filing with, the relevant PRC government authorities will be obtained at all or, if obtained, they

will not be revoked or amended in the future.

There is no assurance that the PRC Government will continue to gradually liberalize the control over

cross-border Renminbi remittances in the future, that the pilot scheme introduced will not be discontinued or

that new PRC regulations will not be promulgated in the future which have the effect of restricting or

eliminating the remittance of Renminbi into or out of the PRC. In the event that the Issuer does remit some or

all of the proceeds into the PRC in Renminbi and the Issuer subsequently is not able to repatriate funds out of

the PRC in Renminbi, it will need to source Renminbi outside the PRC to finance its obligations under

Renminbi-denominated Notes, and its ability to do so will be subject to the overall availability of Renminbi

outside the PRC.

Current Account Items

Under PRC foreign exchange control regulations, current account items refer to any transaction for international

receipts and payments involving goods, services, earnings and other frequent transfers.

Prior to July 2009, all current account items were required to be settled in foreign currencies with limited

exceptions. Following progressive reforms, Renminbi settlement of imports and exports of goods and of

services and other current account items became permissible nationwide in 2012.

On 5 July 2013, the PBoC promulgated the Circular on Policies related to Simplifying and Improving Cross-

border Renminbi Business Procedures (the "2013 PBoC Circular") which simplified the procedures for cross-

border Renminbi trade settlement under current account items. On 1 November 2014, PBoC introduced a cash

pooling arrangement for qualified multinational enterprise group companies, under which a multinational

enterprise group can process cross-border Renminbi payments and receipts for current account items on a

collective basis for the entire group. On 5 September 2015, PBoC promulgated the Circular on Further

Facilitating the Cross-Border Bi-directional Renminbi Cash Pooling Business by Multinational Enterprise

Groups (the "2015 PBoC Circular"), which, among others, has lowered the eligibility requirements for

multinational enterprise groups and increased the cap for net cash inflow. The 2015 PBoC Circular also

provides that enterprises in the China (Shanghai) Free Trade Pilot Zone ("Shanghai FTZ") may establish an

additional cash pool in the local scheme in the Shanghai FTZ, but each onshore company within the group may

only elect to participate in one cash pool.

The regulations referred to above are subject to interpretation and application by the relevant PRC authorities.

Local authorities may adopt different practices in applying these regulations and impose conditions for

settlement of current account items.

Capital Account Items

Under PRC foreign exchange control regulations, capital account items include cross-border transfers of capital,

direct investments, securities investments, derivative products and loans. Capital account payments are generally

subject to approval of, and/or registration or filing with, the relevant PRC authorities.

Until recently, settlement of capital account items, for example, the capital contribution of foreign investors to

foreign invested enterprises in the PRC, were generally required to be made in foreign currencies. Under

progressive reforms by PBoC, the Ministry of Commerce of the PRC ("MOFCOM") and the State

Administration of Foreign Exchange of the PRC ("SAFE"), foreign investors are now permitted to make capital

contribution, share transfer, profit allocation and liquidation and certain other transactions in Renminbi for their

foreign direct investment within the PRC. Cross-border Renminbi payment infrastructure and trading facilities

are being improved. Approval, registration and filing requirements for capital account payments in Renminbi

are being removed gradually. In addition, the 2015 SAFE Circular allows foreign-invested enterprises to settle

100 per cent. (subject to future adjustment at the discretion of SAFE) of the foreign currency capital (which has

been processed through the SAFE's equity interest confirmation procedure for capital contribution in cash or

registered by a bank on the SAFE's system for account-crediting for such capital contribution) into Renminbi

according to their actual operational needs. A negative list with respect to the usage of the capital and the

Renminbi proceeds through the aforementioned settlement procedure is set forth under the Circular. In

particular, a foreign invested enterprise with investment as its main business is permitted to use such Renminbi

proceeds to make equity contribution to its invested enterprises directly, without further fillings with SAFE.

40

PRC entities are also permitted to borrow Renminbi-denominated loans from foreign lenders (which are referred

to as "foreign debt") and lend Renminbi-denominated loans to foreign borrowers (which are referred to as

"outbound loans"), as long as such PRC entities have the necessary quota, approval or registration. PRC entities

may also denominate security or guarantee arrangements in denominated and make payments thereunder to

parties in the PRC as well as other jurisdictions (which is referred to as "cross-border security"). Under current

rules promulgated by SAFE, foreign debts borrowed, outbound loans extended, and the cross-border security

provided by a PRC onshore entity (including a financial institution) in Renminbi shall, in principle, be regulated

under the current PRC foreign debt, outbound loan and cross-border security regimes applicable to foreign

currencies. However, there remains potential inconsistencies between the provisions of the SAFE rules and the

provisions of the 2013 PBoC Circular. It is not clear how regulators will deal with such inconsistencies in

practice.

According to the 2015 PBoC Circular, qualified multinational enterprise groups can extend Renminbi-

denominated loans to, or borrow Renminbi-denominated loans from, offshore group entities within the same

group by leveraging the cash pooling arrangements. The Renminbi funds will be placed in a special deposit

account and may not be used to invest in stocks, financial derivatives, or extend loans to enterprises outside the

group. Enterprises within the Shanghai FTZ may establish another cash pool under the Shanghai FTZ rules to

extend inter-company loans, although Renminbi funds obtained from financing activities may not be pooled

under this arrangement.

Enterprises within the Shanghai FTZ can borrow Renminbi from offshore lenders under a pilot account-based

settlement scheme within the prescribed macro prudential management limit. In addition, non-financial

enterprises in the Shanghai FTZ are allowed to settle the foreign debt proceeds into Renminbi on a voluntary

basis, provided that the proceeds should not be used beyond their business scope or in violation of relevant laws

and regulations.

Pilot schemes relating to cross-border Renminbi loans, bonds, or equity investments have also been launched

for, among others, enterprises in Shenzhen Qianhai, Jiangsu Kunshan, Jiangsu Suzhou Industrial Park.

Although starting from 1 October 2016 the Renminbi will be added to the Special Drawing Rights basket

created by the International Monetary Fund, there is no assurance that approval of such remittances, borrowing

or provision of external guarantee in Renminbi will continue to be granted or will not be revoked in the future.

Further, since the remittance of Renminbi by way of investment or loans are now categorized as capital account

items, such remittances will need to be made subject to the specific requirements or restrictions set out in the

relevant SAFE rules.

If any new PRC regulations are promulgated in the future which have the effect of permitting or restricting (as

the case may be) the remittance of Renminbi for payment of transactions categorized as capital account items,

then such remittances will need to be made subject to the specific requirements or restrictions set out in such

rules.

In the event that funds cannot be repatriated out of the PRC in Renminbi, this may affect the overall availability

of Renminbi outside the PRC and the ability of the Issuer to source Renminbi to finance its obligations under

RMB Notes.

Risks related to the market generally

Set out below is a brief description of material market risks, including liquidity risk, exchange rate risk, interest

rate risk and credit risk:

Risks relating to the secondary market generally; lack of liquidity

Notes may have no established trading market when issued, and one may never develop. If a market does

develop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will

provide them with a yield comparable to similar investments that have a developed secondary market. This is

particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed

for specific investment objectives or strategies or have been structured to meet the investment requirements of

limited categories of investors or are not admitted to trading on the Regulated Market or another established

securities exchange. These types of Notes generally would have a more limited secondary market and more

price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market

41

value of Notes and investors may suffer losses on the Notes in secondary market transactions even if there is no

decline in the performance of the Issuer.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks

relating to currency conversions if an investor’s financial activities are denominated principally in a currency or

currency unit (the “Investor’s Currency”) other than the Specified Currency. These include the risk that

exchange rates may significantly change (including changes due to devaluation of the Specified Currency or

revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Specified Currency

or the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the

Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent

yield on the Notes, (2) the Investor’s Currency-equivalent value of the principal payable on the Notes and (3)

the Investor’s Currency-equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls or

monetary policies that could adversely affect an applicable currency exchange rate or interest rate. As a result,

investors may receive less interest or principal than expected, or no interest or principal or receive payments in a

significantly devalued Specified Currency.

Interest rate risks

Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely

affect the value of Fixed Rate Notes.

Market value of Notes

The market value of an issue of Notes will be affected by a number of factors independent of the

creditworthiness of the Issuer, including, but not limited to (i) market interest and yield rates; (ii) fluctuations in

exchange rates; (iii) liquidity of the Notes in the secondary market; (iv) the time remaining to any redemption

date or the maturity date; and (v) economic, financial and political events in one or more jurisdictions, including

factors affecting capital markets generally and the stock exchange(s) on which any Note(s) may be traded.

Credit ratings may not reflect all risks

One or more independent credit rating agencies may assign credit ratings to an issue of Notes. The ratings may

not reflect the potential impact of all risks related to the Issuer or to structure, market, additional factors

discussed above, and other factors that may affect the value of the Notes. A credit rating is not a

recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any

time.

Interests of Dealers

Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking

and/or commercial banking transactions with, and may perform services for, the Issuer and its affiliates in the

ordinary course of business. Certain of the Dealers and their affiliates may also have positions, deal or make

markets in the Notes issued under the Programme, related derivatives and reference obligations including, but

not limited to, entering into hedging strategies on behalf of the Issuer and its affiliates, investor clients or as

principal in order to manage their exposure, their general market risk or other trading activities.

In addition, in the ordinary course of their business activities, the Dealers and their affiliates may make or hold a

broad array of investments and actively trade debt and equity securities (or related derivative securities) and

financial instruments (including bank loans) for their own account and for the accounts of their customers. Such

investments and securities activities may involve securities and/or instruments of the Issuer or Issuer’s affiliates.

Certain of the Dealers or their affiliates may have a lending relationship with the Issuer and, if so, may hedge

their credit exposure to the Issuer consistent with their customary risk management policies. Typically, Dealers

and their affiliates that hedge their exposure would do so by entering into transactions which consist of either

the purchase of credit default swaps or the creation of short positions in securities, including potentially the

Notes issued under the Programme. Any such short positions could adversely affect future trading prices of

Notes issued under the Programme. The Dealers and their affiliates may also make investment recommendations

42

and/or publish or express independent research views in respect of such securities or financial instruments and

may hold, or recommend to clients that they acquire, long and/or short positions in such securities and

instruments.

43

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, which have been previously published or are published simultaneously with this

Prospectus and which have been filed with the UKLA shall be incorporated in, and form part of this Prospectus:

(a) the Registration Document dated 4 May 2017 prepared by the Issuer, approved by the

Financial Conduct Authority in the United Kingdom and published in accordance with the

Prospectus Rules (the “Registration Document”);

(b) CIBC’s Annual Information Form dated 30 November 2016 (the “2016 Annual Information

Form”);

(c) The following sections of CIBC’s Annual Report for the year ended 31 October 2016 (the

“2016 Annual Report”):

(i) CIBC’s comparative audited consolidated balance sheets as at 31 October 2016 and

2015 and the consolidated statement of income, comprehensive income, changes in

equity and cash flows for each of the years in the three-year period ended 31 October

2016, prepared in accordance with IFRS, together with the notes thereto and the

independent auditor’s report thereon, (the “2016 Audited Consolidated Financial

Statements”) on pages 92 to 94 and 96 to 166;

(ii) CIBC management’s discussion and analysis for the year ended 31 October 2016 on

pages 1 to 91;

(iii) information concerning the directors and board committees of CIBC under the

headings “Message from the Chair of the Board” on pages v to vi and “Board of

Directors” on page 180;

(iv) information about CIBC’s business lines and functional groups on pages 16 through

27;

(v) a description of services under the headings “Retail and Business Banking”, “Wealth

Management” and “Capital Markets” on pages 17 to 26;

(vi) a discussion of risk factors related to CIBC and its business, and the steps taken to

manage those risks under the heading “Management of risk” on pages 40 through 75;

(vii) information regarding fees paid to the shareholders’ auditors under the subheading

“Fees paid to the shareholders’ auditors” on page 91;

(viii) information concerning the audit committee under the heading “Financial reporting

responsibility” on page 93 and confirmation of compliance with the corporate

governance regime of Canada under the heading “Corporate Governance” on

page 179;

(ix) a description of the capital structure of CIBC under the headings “Note 15 –

Common and preferred share capital” and “Note 16 – Capital Trust securities” on

pages 137 through 140;

(x) a description of legal proceedings to which CIBC is a party under the heading “Note

23 – Contingent liabilities and provision” on pages 153 through 156;

(xi) information about the corporate structure and inter-corporate relationships among

CIBC and its principal subsidiaries under the heading “Note 27 – Significant

subsidiaries” on page 160;

44

(xii) information concerning the cash dividends declared and paid per share for each class

of CIBC shares on pages 168 through 171; and

(xiii) information concerning CIBC’s Transfer Agent and Registrar under the heading

“Transfer agent and registrar” on page 178;

(d) CIBC’s comparative unaudited interim consolidated financial statements for the three-month

and six-month periods ended 30 April 2017 and 2016 prepared in accordance with IAS 34

together with management’s discussion and analysis for the three and six-month periods

ended 30 April 2017 and 2016 (the “Unaudited Interim Consolidated Financial

Statements”), set out on pages 1 through to 59 of the CIBC Second Quarter 2017 Report to

Shareholders (the “Second Quarter Report”); and

(e) the sections entitled “Terms and Conditions of the Notes” set out in the Issuer’s prospectuses

dated 7 June 2016, 12 June 2015, 12 June 2014 and 17 June 2013, and in its base prospectuses

dated 18 June 2012, 16 December 2011 and 30 January 2007; and for the avoidance of doubt,

the applicable Final Terms for a Tranche of Notes will indicate the Terms and Conditions

applicable to such Tranche of Notes and, unless otherwise indicated in the applicable Final

Terms, the Terms and Conditions of all Notes issued after the date hereof shall be those set out

in this Prospectus;

save that any statement contained herein or in a document all or the relevant portion of which is incorporated by

reference herein shall be modified or superseded for the purpose of this Prospectus to the extent that a

subsequent statement contained herein, in the documents incorporated by reference herein or in any Supplement

hereto (including a statement deemed to be incorporated herein or in any such Supplement) modifies or

supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified

or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.

Information and/or documents incorporated by reference in any document incorporated by reference herein shall

not form part of this Prospectus.

Certain information contained in the documents listed above has not been incorporated by reference in this

Prospectus. Such information is either (i) not relevant for prospective investors in the Notes or (ii) is covered

elsewhere in this Prospectus.

Copies of this Prospectus and documents incorporated by reference in this Prospectus (i) can be viewed on the

website of the Regulatory News Service operated by the London Stock Exchange at

http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html under the name of

the Issuer and (ii) may be obtained from the head office of the Issuer and the specified office of each Paying

Agent, as set out at the end of this Prospectus. In addition, all of the documents incorporated herein by

reference, or deemed incorporated herein, that CIBC files electronically can be retrieved through the System for

Electronic Document Analysis and Retrieval (“SEDAR”) (a securities regulatory filing system developed for

the Canadian Securities Administrators) at http://www.sedar.com.

No website shall be incorporated in and form part of this Prospectus.

45

TERMS AND CONDITIONS OF THE NOTES

The following (except for the paragraphs in italics) is the text of the terms and conditions that, subject to

completion by the applicable Final Terms, shall be applicable to each Tranche of Notes issued under the

Programme and shall be incorporated by reference into each Global Note or Global Certificate. For Notes in

definitive form (if any) issued in exchange for the Global Note(s) or Global Certificate(s) representing each

Series, either (i) the full text of these terms and conditions together with the relevant provisions of Part A of the

applicable Final Terms or (ii) these terms and conditions as so completed (subject to simplification by the

deletion of non-applicable provisions), shall be endorsed on such Bearer Notes or on the Certificates relating to

such Registered Notes. In addition, the terms and conditions applicable to Global Notes or Global Certificates

are modified or supplemented by additional provisions set out in “Summary of provisions relating to the Notes

while in Global Form” below.

All capitalized terms that are not defined in these terms and conditions will have the meanings given to them in

the applicable Final Terms. References in the terms and conditions to “Notes” are to the Notes of one Series

only, not to all Notes that may be issued under the Programme.

In construing the applicable Final Terms (including, but not, limited to, the application of any Business Day

Conventions referred to therein) capitalized terms used in such Final Terms shall have the same meanings given

to them in these terms and conditions.

The Notes are issued pursuant to an amended and restated agency agreement dated 7 June 2017 (as further

amended, restated or supplemented as at the date of issue of the Notes (the “Issue Date”), the “Agency

Agreement”) among Canadian Imperial Bank of Commerce (“CIBC”), Deutsche Bank AG, London Branch

and Deutsche Bank AG, Hong Kong Branch as fiscal agents and the other agents named therein and with the

benefit of an amended and restated Deed of Covenant dated 7 June 2017 (as amended, restated or replaced as at

the Issue Date of the Notes, the “Deed of Covenant”) executed by CIBC in relation to the Notes. The fiscal

agent, the paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any)

are referred to below respectively as the “Fiscal Agent”, the “Paying Agents” (which expression shall include

the Fiscal Agent), the “Registrar”, the “Transfer Agents” and the “Calculation Agent(s)” and together, as the

“Agents”. The Noteholders (as defined below), the holders of the interest coupons (the “Coupons”)

appertaining to interest bearing Notes in bearer form (and, where applicable in the case of such Notes, talons for

further Coupons (the “Talons”)) (the “Couponholders”) are deemed to have notice of and are bound by all of

the provisions of the Agency Agreement applicable to them.

The Notes are issued in Series, each Series may comprise one or more tranches (“Tranches” and each, a

“Tranche”) of Notes. As used herein “Series” means a Tranche of Notes, together with any further Tranche or

Tranches of Notes which are (1) expressed to be consolidated and form a single series and (2) identical in all

respects (including as to listing) except for the date on which such Notes will be issued (the “Issue Date”) the

date from which any interest bearing Note bears interest (the “Interest Commencement Date”) and the price

(expressed as a percentage of the principal amount of the Notes) at which such Notes may be issued (the “Issue

Price”), which may be at par or at a discount or premium to par. References in these terms and conditions (the

“Conditions”), to a Tranche means Notes which are identical in all respects (including as to listing). References

in these Conditions to Notes are to Notes of the relevant Series and any references to Coupons are to Coupons

relating to Notes of the relevant Series.

This Note and other Notes issued in the same Tranche as this Note are subject to Part A of the applicable Final

Terms for the Tranche (the “Final Terms”), a copy of which (or the relevant provisions thereof) is attached to

or endorsed on the Note. The Final Terms complete these Conditions. References to the “applicable Final

Terms” are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on the Note.

Copies of the Agency Agreement, the Deed of Covenant and Final Terms applicable to the Notes are available

for inspection at CIBC’s registered head office at Commerce Court, 199 Bay St., Toronto, Canada M5L 1A2

and at the specified offices of each of the Paying Agents, the Registrar and the Transfer Agents.

1. Form, Denomination and Title

This Note is a Deposit Note or a Subordinated Note, as specified in the applicable Final Terms. This Note may

be a Note bearing interest on a fixed rate basis (“Fixed Rate Note”), a Note bearing interest on a floating rate

46

basis (“Floating Rate Note”) or a Note issued on a non-interest bearing basis (“Zero Coupon Note”),

depending upon the Interest Basis specified in the applicable Final Terms.

The Notes are issued in bearer form (“Bearer Notes”, which expression includes Notes that are Exchangeable

Bearer Notes), in registered form (“Registered Notes”) or in bearer form exchangeable for Registered Notes

(“Exchangeable Bearer Notes”) in each case in the Specified Denomination(s) shown thereon, provided that (i)

in the case of any Notes which are to be admitted to trading on the London Stock Exchange’s Regulated Market

the minimum Specified Denomination shall not be less than €1,000 (or its equivalent in any other currency as at

the date of issue of the relevant Notes), and (ii) in the case of any Deposit Notes (“Rule 144A Notes”) which are

issued pursuant to Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the

“Securities Act”), the minimum Specified Denomination shall not be less than US$200,000 (or its equivalent in

any other currency as at the date of issue of the Notes). Subordinated Notes shall have a minimum Specified

Denomination of not less than €100,000 (or its equivalent in any other currency as at the date of issue of the

Notes). Subordinated Notes may not be issued pursuant to Rule 144A.

All Registered Notes shall have the same Specified Denomination. Where Exchangeable Bearer Notes are

issued, the Registered Notes for which they are exchangeable shall have the same Specified Denomination as

the lowest denomination of Exchangeable Bearer Notes. Registered Notes will not be exchangeable for Bearer

Notes.

So long as the Bearer Notes are represented by a temporary Global Note or permanent Global Note and the

relevant clearing system(s) so permit, the Notes shall be tradeable only in principal amounts of at least the

Specified Denomination (or if more than one Specified Denomination, the lowest Specified Denomination)

provided in the applicable Final Terms and (unless otherwise specified in the applicable Final Terms) higher

integral multiples of at least 1,000 in the relevant currency as provided in the applicable Final Terms (the

“Integral Amount”), notwithstanding that no Definitive Notes will be issued with a denomination above the

Definitive Amount in such currency. For purposes of these Conditions, the “Definitive Amount” shall be equal

to two times the lowest Specified Denomination minus the Integral Amount.

Bearer Notes shall be issued in the new global note form if so specified in the applicable Final Terms.

The Notes are denominated in the currency specified in the applicable Final Terms.

(a) Bearer Notes

Bearer Notes are serially numbered and, if so specified in the applicable Final Terms, have attached

thereto at the time of their initial delivery Coupons, presentation of which will be a prerequisite to the

payment of interest save in certain circumstances specified herein, and, where so specified in the

applicable Final Terms, shall also have attached thereto at the time of their initial delivery a talon for

further coupons (a “Talon”) except that in the case of Zero Coupon Notes no Coupons or Talons shall

be attached thereto and references to interest (other than in relation to interest due after the Maturity

Date), Coupons and Talons in these Conditions are not applicable. The expression “Coupons” shall,

where the context so requires, include Talons.

Title to the Bearer Notes and the Coupons and Talons shall pass by delivery.

(b) Registered Notes

Registered Notes are represented by registered certificates (“Certificates”) and, save as provided in

Condition 2, each Certificate shall represent the entire holding of Registered Notes by the same Holder.

Rule 144A Notes will initially be represented by a permanent restricted global certificate (a

“Restricted Global Certificate”). Registered Notes, if specified in the applicable Final Terms, will be

issued in the form of one or more Restricted Global Certificates and may be registered in the name of,

or in the name of a nominee for, The Depository Trust Company (“DTC”).

Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be

kept by the Registrar in accordance with the provisions of the Agency Agreement (the “Register”).

47

(c) Holders

Except as ordered by a court of competent jurisdiction or as required by law, the Holder (as defined

below) of any Note, Coupon or Talon shall be deemed to be and may be treated as its absolute owner

for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or an

interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the

related Certificate) and no person shall be liable for so treating the Holder.

In these Conditions, “Noteholder” or “Holder” means the bearer of any Bearer Note, Coupon or Talon

or the person in whose name a Registered Note is registered (as the case may be). Capitalized terms

have the meanings given to them herein or in the applicable Final Terms, the absence of any such

meaning indicating that such term is not applicable to the Notes.

For greater certainty, any Note or Certificate delivered or issued by the Issuer pursuant to Condition 2,

any permanent Global Note delivered or issued upon an exchange of a temporary Global Note in

accordance with the terms thereof and any direct rights arising under the Deed of Covenant shall not

constitute new indebtedness but rather shall in each case evidence the same indebtedness of the Issuer

evidenced by the prior existing Note or Certificate.

2. Exchanges of Exchangeable Bearer Notes and Transfers of Registered Notes

(a) Exchange of Exchangeable Bearer Notes

Subject as provided in Condition 2(f), Notes which are designated in the applicable Final Terms to be

Exchangeable Bearer Notes may be exchanged for the same Nominal Amount of Registered Notes at

the request in writing of the relevant Noteholder who shall deliver an exchange notice in the form set

out in Part B of Schedule 4 to the Agency Agreement to the specified office (which shall in no case be

within the United States of America) of the Registrar or any Transfer Agent and upon surrender of each

Exchangeable Bearer Note to be exchanged, together with all unmatured Coupons and Talons relating

to it, at the specified office of the Registrar or any Transfer Agent; provided, however, that where an

Exchangeable Bearer Note is surrendered for exchange after the Record Date (as defined in Condition

6(b)) for any payment of interest and prior to the due date for such payment, the Coupon in respect of

that payment of interest need not be surrendered with it. Registered Notes may not be exchanged for

Bearer Notes. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of

another Specified Denomination. Bearer Notes that are not Exchangeable Bearer Notes may not be

exchanged for Registered Notes.

(b) Transfer of Registered Notes

One or more Registered Notes may be transferred upon the surrender (at the specified office of the

Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be

transferred, together with the form of transfer endorsed on such Certificate (or such other form of

transfer substantially in the same form and containing the same representations and certifications (if

any), unless otherwise agreed by the Issuer) duly completed and executed and any other evidence as the

Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding

of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in

respect of the part transferred and a further new Certificate in respect of the balance of the holding not

transferred shall be issued to the transferor.

Prior to the 40th day after the later of the commencement of the offering of the particular Tranche of

Notes and the issue date (such period through and including the 40th day, the “Distribution

Compliance Period”), transfers by an owner of a beneficial interest in a permanent registered global

certificate (an “Unrestricted Global Certificate”) to a transferee who takes delivery of such interest

through a Restricted Global Certificate will be made only in accordance with the applicable procedures

of DTC and upon receipt by the Registrar or any Transfer Agent of a written certification from

Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking S.A. (“Clearstream,

Luxembourg”) as the case may be (based on a written certificate from the transferor of such interest)

to the effect that such transfer is being made to a person who the transferor reasonably believes is a

qualified institutional buyer (“QIB”) within the meaning of Rule 144A in a transaction meeting the

requirements of Rule 144A and in accordance with any applicable securities law of any State of the

48

United States or any other jurisdiction and giving details of the account at Euroclear or Clearstream,

Luxembourg, as the case may be, and/or DTC to be credited and debited, respectively, with an interest

in the relevant Global Certificates. This certification will no longer be required after the expiration of

the Distribution Compliance Period.

Transfers by an owner of a beneficial interest in a Restricted Global Certificate to a transferee who

takes delivery of that interest through an Unrestricted Global Certificate, whether before or after the

expiration of the Distribution Compliance Period, will be made only upon receipt by the Registrar or

any Transfer Agent of a certification from the transferor to the effect that such transfer is being made in

accordance with Regulation S under the Securities Act (“Regulation S”) or (if available) Rule 144A

under the Securities Act and that, if such transfer is being made prior to the expiration of the

Distribution Compliance Period, the interest transferred will be held immediately thereafter through

Euroclear and/or Clearstream, Luxembourg and giving details of the account at Euroclear or

Clearstream, Luxembourg, as the case may be, and/or DTC to be credited and debited, respectively,

with an interest in the relevant Global Certificates.

Exchanges of beneficial interests in a Global Certificate for interests in another Global Certificate will

be subject to the applicable rules and procedures of DTC, Euroclear and/or Clearstream, Luxembourg

and their direct and indirect participants. Any beneficial interest in one of the Global Certificates that is

transferred to a person who takes delivery in the form of an interest in another Global Certificate will,

upon transfer, cease to be an interest in that Global Certificate and become an interest in the Global

Certificate to which the beneficial interest is transferred and, accordingly, will thereafter be subject to

all transfer restrictions, if any, and other procedures applicable to beneficial interests in the Global

Certificate to which the beneficial interest is transferred for as long as it remains an interest in that

Global Certificate.

(c) Exercise of Options and Puts or Partial Redemption in Respect of Registered Notes

In the case of a Call Option or a Put Option in respect of, or a partial redemption of, a holding of

Registered Notes represented by a single Certificate, a new Certificate shall be issued to the Holder to

reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case

of a partial exercise of either a Call Option or a Put Option resulting in Registered Notes of the same

holding having different terms, separate Certificates shall be issued in respect of those Notes of that

holding that have the same terms. New Certificates shall only be issued against surrender of the

existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered

Notes to a person who is already a Holder of Registered Notes, a new Certificate representing the

enlarged holding shall only be issued against surrender of the Certificate representing the existing

holding.

(d) Delivery of New Certificates

Each new Certificate to be issued pursuant to Conditions 2(a), (b) or (c) shall be available for delivery

within three business days of receipt of the request for exchange, form of transfer or Exercise Notice

(as defined in Condition 5(e)) or surrender of the Certificate for exchange. Delivery of the new

Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case

may be) to whom delivery or surrender of such request for exchange, form of transfer, Exercise Notice

or Certificate shall have been made or, at the option of the Holder making such delivery or surrender as

aforesaid and as specified in the relevant request for exchange, form of transfer, Exercise Notice or

otherwise in writing, be mailed by uninsured post at the risk of the Holder entitled to the new

Certificate to such address as may be so specified, unless such Holder requests otherwise and pays in

advance to the relevant Agent the costs of such other method of delivery and/or such insurance as such

Holder may specify. In this Condition 2(d), “business day” means a day, other than a Saturday or

Sunday, on which banks are open for business in the place of the specified office of the relevant

Transfer Agent or the Registrar (as the case may be).

(e) Exchange Free of Charge

Exchange and transfer of Notes and Certificates on registration, transfer, partial redemption or exercise

of either a Call Option or Put Option shall be effected without charge by or on behalf of the Issuer, the

Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may

49

be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer

Agent may require).

(f) Closed Periods

No Noteholder may require the transfer of a Registered Note to be registered or an Exchangeable

Bearer Note to be exchanged for one or more Registered Note(s) (i) during the period of 15 days

ending on the due date for redemption of that Note, (ii) during the period of 15 days before any date on

which Notes may be called for redemption by the Issuer at its option pursuant to Condition 5(d), (iii)

after any such Note has been called by the Issuer for redemption or (iv) during the period of seven days

ending on (and including) any Record Date (as defined in Condition 6(b)(ii)). An Exchangeable Bearer

Note called for redemption may, however, be exchanged for one or more Registered Note(s) in respect

of which the Certificate is simultaneously surrendered not later than the relevant Record Date.

3. Status of Notes

(a) Status of Deposit Notes

This Condition 3(a) is applicable in relation to Notes specified in the applicable Final Terms as being

Deposit Notes. Deposit Notes and the Coupons relating to them will constitute deposit liabilities of

CIBC for purposes of the Bank Act (Canada) (the “Bank Act”) and constitute legal, valid and binding

unconditional and unsecured obligations of CIBC and will rank pari passu with all deposit liabilities of

CIBC (except as otherwise prescribed by law) without any preference amongst themselves. Such Notes

will not be deposits insured under the Canada Deposit Insurance Corporation Act. The deposits

evidenced by Deposit Notes have been issued by the branch of CIBC specified as the Branch of

Account in the applicable Final Terms (or, if no Branch of Account is specified, by the head office of

CIBC in Toronto which shall be the Branch of Account), such branch being the branch of account for

the purposes of the Bank Act.

(b) Status of Subordinated Notes

Notes which are specified in the applicable Final Terms as being Subordinated Notes and the Coupons

relating to them will be direct unsecured obligations of CIBC constituting subordinated indebtedness

for the purposes of the Bank Act and ranking at least equally and rateably with all subordinated

indebtedness of CIBC from time to time issued and outstanding. In the event of the insolvency or

winding-up of CIBC, the indebtedness evidenced by subordinated indebtedness issued by CIBC,

including Subordinated Notes and the Coupons relating to them, will be subordinate in right of

payment to the prior payment in full of the deposit liabilities of CIBC, including Deposit Notes, and all

other liabilities of CIBC except liabilities which by their terms rank in right of payment equally with or

are subordinate to indebtedness evidenced by such Subordinated Notes. Subordinated Notes do not

constitute deposits of CIBC and will not constitute deposits that are insured under the Canada Deposit

Insurance Corporation Act.

In accordance with Condition 10, upon the occurrence of a Non-Viability Trigger Event (as defined in

Condition 10), the Subordinated Notes will automatically and irrevocably convert into Common Shares

(as defined in Condition 10) of the Issuer, which Common Shares will rank on par with all other

Common Shares. On such conversion, the Subordinated Notes shall be cancelled.

4. Interest and Other Calculations

(a) Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest on its outstanding Nominal Amount from the Interest

Commencement Date at the rate(s) per annum (expressed as a percentage) equal to the Rate(s) of

Interest, such interest being payable in arrear on each Interest Payment Date and on the Maturity Date.

The amount of interest payable shall be calculated in accordance with Condition 4(i).

Unless otherwise specified in the applicable Final Terms, the amount of interest payable on each

Interest Payment Date in respect of the Interest Period ending on, but excluding such date will amount

50

to the Fixed Coupon Amount. Payments of Interest on any Interest Payment Date will, if so specified

in the applicable Final Terms, amount to the Broken Amount so specified.

(b) Interest on Floating Rate Notes

(i) Interest Payment Dates

Each Floating Rate Note bears interest on its outstanding Nominal Amount from and including

the Interest Commencement Date at the rate(s) per annum (expressed as a percentage) equal to

the Rate(s) of Interest determined in the manner specified herein, such interest being payable

in arrear on each Interest Payment Date in each year. Such Interest Payment Date(s) is/are

either specified in the applicable Final Terms as Specified Interest Payment Dates or, if no

Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, “Interest

Payment Date” shall mean each date which falls the number of months or other period

specified in the applicable Final Terms as the Interest Period after the preceding Interest

Payment Date or, in the case of the first Interest Payment Date, after the Interest

Commencement Date, subject in each case to adjustment in accordance with the applicable

Business Day Convention. The amount of interest payable shall be determined in accordance

with Condition 4(i).

Such interest will be payable in respect of each Interest Period (which expression shall, in

these Conditions, mean the period from and including an Interest Payment Date (or the Interest

Commencement Date or, if no Interest Commencement Date is indicated in the applicable

Final Terms, the Issue Date) to, but excluding, the next (or first) Interest Payment Date and on

the Maturity Date).

(ii) Rate of Interest

The Rate of Interest in respect of Floating Rate Notes shall be determined pursuant to the

provisions below relating to either ISDA Determination or Screen Rate Determination,

depending upon which is specified as applicable in the applicable Final Terms.

(A) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Final Terms as the manner in which

the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period

shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate

(adjusted as required by Condition 4(h)). For the purposes of this sub-paragraph (A), “ISDA

Rate” for an Interest Accrual Period means a rate equal to the Floating Rate that would be

determined by the Calculation Agent under an interest rate swap transaction governed by an

agreement in the form of an ISDA Agreement incorporating the ISDA Definitions and under

which:

(x) the Floating Rate Option is as specified in the applicable Final Terms;

(y) the Designated Maturity is a period specified in the applicable Final Terms;

and

(z) the relevant Reset Date is either (I) if the applicable Floating Rate Option is

based on the London Interbank Offer Rate (LIBOR) or the Euro-zone

Interbank Offer Rate (EURIBOR) for a currency, the first day of that

Interest Accrual Period or (II) in any other case, as specified in the

applicable Final Terms.

For the purposes of this sub-paragraph (A), “Floating Rate”, “Calculation Agent”, “Floating

Rate Option”, “Designated Maturity”, “Reset Date” and “Swap Transaction” have the

meanings given to those terms in the ISDA Definitions.

51

(B) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is specified in the applicable Final Terms as the manner in

which the Rate of Interest is to be determined:

(x) the Rate of Interest for each Interest Accrual Period will, subject as provided

below, be either:

(1) the offered quotation; or

(2) the arithmetic mean of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate for the

Specified Currency for that Interest Accrual Period, which appears or

appear, as the case may be, on the Relevant Screen Page as at the Relevant

Time on the relevant Interest Determination Date (as defined below) in

question as determined by the Calculation Agent (adjusted as required by

Condition 4(h)). If five or more of such offered quotations are available on

the Relevant Screen Page, the highest (or, if there is more than one such

highest quotation, one only of such quotations) and the lowest (or, if there is

more than one such lowest quotation, one only of such quotations) shall be

disregarded by the Calculation Agent for the purpose of determining the

arithmetic mean of such offered quotations;

(y) if, on any Interest Determination Date, the Relevant Screen Page is not

available or if sub-paragraph (x)(1) applies and no such offered quotation

appears on the Relevant Screen Page or if sub-paragraph (x)(2) above

applies and fewer than three such offered quotations appear on the Relevant

Screen Page or if the offered rate or rates which appear do not apply to a

period or duration equal to the Interest Accrual Period, in each case as at the

Relevant Time, (A) where the Reference Rate is “Federal Funds Rate”, the

Rate of Interest for each Interest Accrual Period will, subject as provided

below, be the rate (expressed as a percentage rate per annum) for the

Reference Rate for the Specified Currency for that Interest Accrual Period,

which appears or appear, as the case may be, on the Fallback Screen Page as

at the Relevant Time on the relevant Interest Determination Date (as defined

below) in question as determined by the Calculation Agent (adjusted as

required by Condition 4(h)) or (B) in all other cases, the Calculation Agent

shall request each of the Reference Banks to provide the Calculation Agent

with its offered quotation (expressed as a percentage rate per annum) for the

Reference Rate for a period or duration equal to the Interest Accrual Period

at the Relevant Time on the Interest Determination Date in question. If two

or more of the Reference Banks provide the Calculation Agent with such

offered quotations, the Rate of Interest for such Interest Accrual Period shall

be the arithmetic mean of such offered quotations as determined by the

Calculation Agent (adjusted as required by Condition 4(h)); and

(z) if paragraph (y)(B) above applies and the Calculation Agent determines that

fewer than two Reference Banks are providing offered quotations, the Rate

of Interest shall be the arithmetic mean of (A) where the Reference Rate is

CAD-BA-CDOR, the bid rates; (B) where the Reference Rate is BBR, the

mid of the bid and ask rates; or (C) in all other cases the rates per annum

(expressed as a percentage) at which such banks offered loans in the

Specified Currency for a period equal to that which would have been used

for the Reference Rate by leading banks in the Relevant Financial Centre

interbank market as communicated to (and at the request of) the Calculation

Agent by the Reference Banks or any two or more of them, at the Relevant

Time on the relevant Interest Determination Date, provided that in the case

of (z)(C), if fewer than two of the Reference Banks provide the Calculation

Agent with such rates, the Rate of Interest shall be the offered rate for

52

deposits in the Specified Currency for a period equal to that which would

have been used for the Reference Rate, or the arithmetic mean of the offered

rates for deposits in the Specified Currency for a period equal to that which

would have been used for the Reference Rate, at the Relevant Time, on the

relevant Interest Determination Date, that any one or more banks (which

bank or banks is or are in the opinion of the Calculation Agent and the

Issuer suitable for such purpose) informs the Calculation Agent it is quoting

to leading banks in the Relevant Financial Centre (adjusted as required by

Condition 4(h));

plus or minus (as indicated in the applicable Final Terms) the Margin (if any)

provided further that, if the Rate of Interest cannot be determined in accordance with

the foregoing provisions of this paragraph, the Rate of Interest shall be determined as

at the last preceding Interest Determination Date (though in any case, substituting,

where a different Margin or Maximum or Minimum Rate of Interest is to be applied

to the relevant Interest Accrual Period from that which applied to the last preceding

Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest

relating to the relevant Interest Accrual Period, in place of the Margin or Maximum

or Minimum Rate of Interest relating to that last preceding Interest Accrual Period).

(c) Interest on Zero Coupon Notes

As from the Maturity Date, the Rate of Interest for any overdue principal of a Zero Coupon Note shall

be a rate per annum (expressed as a percentage) equal to the Amortization Yield (as defined in

Condition 5(b)(i)(B)).

(d) Accrual of Interest

Interest shall cease to accrue on each Note on the due date for redemption unless, upon due

presentation, payment of principal is improperly withheld or refused, in which event interest (if any)

shall continue to accrue (as well after as before judgment) at the Rate of Interest in the manner

provided in this Condition 4 to the Relevant Date (as defined in Condition 7(b)).

(e) Margin, Maximum/Minimum Rates of Interest, Interest Amounts, Final Redemption Amounts,

Early Redemption Amounts and Rounding

(i) If any Margin is specified in the applicable Final Terms (either (A) generally, or (B) in

relation to one or more Interest Periods or Interest Accrual Periods), an adjustment shall be

made to all Rates of Interest, in the case of (A), or the Rates of Interest for the specified

Interest Periods or Interest Accrual Periods, in the case of (B), calculated in accordance with

Condition 4(b) above by adding (if a positive number) or subtracting (if a negative number)

the absolute value of such Margin, subject always to the next two paragraphs.

(ii) If any Maximum /Minimum Rate of Interest, Interest Amount, Early Redemption Amount

or Final Redemption Amount is specified in the applicable Final Terms, then any Rate of

Interest, Interest Amount, Early Redemption Amount or Final Redemption Amount shall be

subject to such maximum or minimum, as the case may be, subject to the next paragraph.

For greater certainty, “Rate of Interest” here means the rate of interest after adjustment for

the applicable Margin. Unless otherwise provided in the applicable Final Terms, the

Minimum Rate of Interest and/or Minimum Interest Amount shall be zero. Unless otherwise

specified in the applicable Final Terms, in no event shall the Rate of Interest or Interest

Amount be less than zero.

(iii) In the case of a Rate of Interest/Interest Amount determined in accordance with Condition

4(b)(ii)(B)(z), where a different Margin or Maximum or Minimum Rate/Interest Amount is

to be applied to the next Interest Period from that which applied to the last preceding Interest

Period, the relevant Margin or Maximum or Minimum Rate/Interest Amount shall be that for

the next Interest Period.

53

(f) Calculations

The amount of interest payable per Calculation Amount in respect of any Note for any Interest Period

or Interest Accrual Period shall be equal to the product of the Rate of Interest (adjusted as required by

Condition 4(e)), the Calculation Amount specified in the applicable Final Terms and the Day Count

Fraction for such Interest Period or Interest Accrual Period, unless an Interest Amount is applicable to

such Interest Accrual Period, in which case the amount of interest payable per Calculation Amount in

respect of such Note for such period shall equal such Interest Amount. Where any Interest Period

comprises two or more Interest Accrual Periods, as specified in the applicable Final Terms, the amount

of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the

Interest Amounts payable in respect of each of the relevant Interest Accrual Periods. In respect of any

other period for which interest is required to be calculated, the provisions above shall apply save that

the Day Count Fraction shall be for the period for which interest is required to be calculated.

For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified),

(A) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one

hundred-thousandth of a percentage point (with halves being rounded up), (B) all figures shall be

rounded to seven significant figures (with halves being rounded up) and (C) all currency amounts that

fall due and payable shall be rounded to the nearest sub-unit of the relevant Specified Currency (with

halves being rounded up or otherwise in accordance with applicable market convention), save in the

case of Japanese yen (“Yen”), which shall be rounded down to the nearest sub-unit.

For these purposes “sub-unit” means with respect to any currency other than the euro, the lowest

amount of such currency that is available as legal tender in the country of such currency and, with

respect to euro, means 0.01 euro.

(g) Business Day Conventions

If any date referred to in these Conditions or in the applicable Final Terms that is specified to be

subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that

is not a Business Day, then, if the Business Day Convention specified is (A) the Floating Rate Business

Day Convention, such date shall be postponed to the next day that is a Business Day unless it would

thereby fall into the next calendar month, in which event (x) such date shall be brought forward to the

immediately preceding Business Day and (y) each subsequent such date shall be the last Business Day

of the month in which such date would have fallen had it not been subject to adjustment, (B) the

Following Business Day Convention, such date shall be postponed to the next day that is a Business

Day, (C) the Modified Following Business Day Convention, such date shall be postponed to the next

day that is a Business Day unless it would thereby fall into the next calendar month, in which event

such date shall be brought forward to the immediately preceding Business Day or (D) the Preceding

Business Day Convention, such date shall be brought forward to the immediately preceding Business

Day.

(h) Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts,

Early Redemption Amounts and Optional Redemption Amounts

The Calculation Agent shall as soon as practicable on each Interest Determination Date, or such other

time on each such date as the Calculation Agent may be required to calculate any rate or amount,

obtain any quote or make any determination or calculation, determine such rates and calculate the

Interest Amounts for the relevant Interest Period or Interest Accrual Period, calculate the Final

Redemption Amount, Early Redemption Amount or Optional Redemption Amount, obtain such quote

or make such determination or calculation, as the case may be, and cause the Rate of Interest and the

Interest Amounts for each Interest Accrual Period and the relevant Interest Payment Date, Final

Redemption Amount, Early Redemption Amount or Optional Redemption Amount to be notified to the

Fiscal Agent, the Issuer, each of the Paying Agents, the Noteholders, any other Calculation Agent

appointed in respect of the Notes that is to make a further calculation upon receipt of such information

and, if the Notes are listed on a stock exchange and the rules of such exchange so require, such

exchange as soon as possible after their determination but in no event later than (i) the commencement

of the relevant Interest Period, if determined prior to such time, in the case of notification to such

exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day

after such determination. Where any Interest Payment Date is subject to adjustment pursuant to

54

Condition 4(j), the Interest Amounts and the Interest Payment Date so published may subsequently be

amended (or appropriate alternative arrangements made by way of adjustment) without notice in the

event of an extension or shortening of the Interest Period. The determination of any rate or amount, the

obtaining of each quote and the making of each determination or calculation by the Calculation

Agent(s) shall (in the absence of manifest error) be final and binding upon all parties.

(i) Definitions

In these Conditions, unless the context otherwise requires, the following defined terms shall have the

meanings set out below:

“Business Day” means:

(i) in the case of a Specified Currency other than euro and Renminbi, a day (other than a Saturday

or Sunday) on which commercial banks and foreign exchange markets settle payments and are

open for general business (including dealing in foreign exchange and foreign currency

deposits) in the principal financial centre for such currency (which, if the Specified Currency

is Australian dollars or New Zealand dollars, shall be Sydney or Auckland, respectively) and

each other place (if any) specified in the applicable Final Terms as a Business Centre; and/or

(ii) in the case of euro, a TARGET Business Day and a day on which commercial banks are open

for business in each place (if any) specified in the applicable Final Terms as a Business

Centre; and/or

(iii) in the case of Renminbi any day (other than a Saturday, a Sunday or a public holiday) on

which commercial banks are generally open for business and settlement of Renminbi

payments in Hong Kong and such other place (if any) specified in the applicable Final Terms

as a Business Centre.

Unless otherwise provided in the applicable Final Terms, the principal financial centre of any country

for the purpose of these Conditions shall be as provided in the ISDA Definitions (except that if the

Specified Currency is Australian dollars or New Zealand dollars, the principal financial centre shall be

Sydney or Auckland, respectively).

“Calculation Agent” shall have the meaning specified in the applicable Final Terms.

“Day Count Fraction” means, in respect of the calculation of an amount of interest on any Note for

any period of time (whether or not constituting an Interest Period or Interest Accrual Period, the

“Calculation Period”):

(i) if “Actual/Actual” or “Actual/Actual (ISDA)” is specified in the applicable Final Terms, the

actual number of days in the Calculation Period divided by 365 (or, if any portion of the

Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion

of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of

days in that portion of the Calculation Period falling in a non-leap year divided by 365);

(ii) if “Actual/365 (Fixed)” or is specified in the applicable Final Terms, the actual number of

days in the Calculation Period divided by 365;

(iii) if “Actual/Actual (ICMA)” is specified in the applicable Final Terms:

(A) if the Calculation Period is equal to or shorter than the Determination Period during

which it falls, the number of days in the Calculation Period divided by the product of

(x) the number of days in such Determination Period and (y) the number of Interest

Payment Dates that would occur in one calendar year assuming interest was to be

payable in respect of the whole of that year; or

(B) if the Calculation Period is longer than the Determination Period, the sum of:(x) the

number of days in such Calculation Period falling in the Determination Period in

which it begins divided by the product of (1) the number of days in such

55

Determination Period and (2) the number of Interest Payment Dates that would occur

in one calendar year assuming interest was to be payable in respect of the whole of

that year; and (y) the number of days in such Calculation Period falling in the next

Determination Period divided by the product of (1) the number of days in such

Determination Period and (2) the number of Interest Payment Dates that would occur

in one calendar year assuming interest was to be payable in respect of the whole of

that year;

(iv) if “Actual/360” is specified in the applicable Final Terms, the actual number of days in the

Calculation Period divided by 360;

(v) if “Actual/365 Sterling” is specified in the Final Terms, the actual number of days in the

Calculation Period divided by 365, or in the case of an Interest Payment Date falling in a leap

year, 366;

(vi) “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms, the number

of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360x(Y2 – Y1)] + [30x(M2 – M1)] + (D2 – D1)

360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day

included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Calculation

Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following

the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such

number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included

in the Calculation Period, unless such number would be 31, and D1 is greater than 29, in

which case D2 will be 30;

(vii) if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, the number of

days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360x(Y2 – Y1)] + [30x(M2 – M1)] + (D2 – D1)

360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day

included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Calculation

Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following

the last day included in the Calculation Period falls;

56

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such

number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included

in the Calculation Period, unless such number would be 31, in which case D2 will be 30;

(viii) if “30E/360 (ISDA)” is specified in the applicable Final Terms, the number of days in the

Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360x(Y2 – Y1)] + [30x(M2 – M1)] + (D2 – D1)

360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day

included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Calculation

Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following

the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that

day is the last day of February or (ii) such number would be 31, in which case D1 will be 30;

and

“D2” is the calendar day, expressed as a number, immediately following the last day included

in the Calculation Period, unless (i) that day is the last day of February but not the Maturity

Date or (ii) such number would be 31, in which case D1 will be 30;

(ix) if “30/360 (Fixed)” is specified in the applicable Final Terms, the number of days in the

period from and including the most recent Interest Payment Date (or, if none, the Interest

Commencement Date) to but excluding the relevant payment date (such number of days being

calculated on the basis of a year of 360 days consisting of twelve months of 30 days each)

divided by 360; and

(x) if “1/1” is specified in the applicable Final Terms, one.

“Determination Date” means such dates as specified in the applicable Final Terms.

“Determination Period” means the period from and including a Determination Date in any year to but

excluding the next Determination Date (including, where either the Interest Commencement Date or

the final Interest Payment Date is not a Determination Date, the period commencing on the first

Determination Date prior to, and ending on the first Determination Date falling after, such date).

“Euro-zone” means the region comprised of member states of the European Union that participate in

the single currency in accordance with the Treaty establishing the European Community as amended

by the Treaty on European Union.

“Governmental Authority” means any de facto or de jure government (or any agency or

instrumentality thereof), court, tribunal, administrative or other governmental authority or any other

entity (private or public) charged with the regulation of the financial markets (including the central

bank) of Hong Kong.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

57

“Illiquidity” means where the general Renminbi exchange market in Hong Kong becomes illiquid and,

as a result thereof, the Issuer cannot obtain sufficient Renminbi in order to satisfy its obligation to pay

an amount due (in whole or in part) in respect of the Notes as determined by the Issuer in good faith

and in a commercially reasonable manner following consultation (if practicable) with two Renminbi

Dealers.

“Inconvertibility” means the occurrence of any event that makes it impossible for the Issuer to convert

any amount due in respect of the Notes in the general Renminbi exchange market in Hong Kong, other

than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or

regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after

the Issue Date (or, if earlier, any CNY Issue Trade Date as specified in the relevant Final Terms) and it

is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or

regulation).

“Interest Accrual Period” means the period beginning on (and including) the Interest Commencement

Date and ending on (but excluding) the first Interest Period Date and each successive period beginning

on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest

Period Date.

“Interest Amount” means the amount of interest payable per Calculation Amount calculated in

accordance with Condition 4(f) or as specified in the applicable Final Terms, and in the case of Fixed

Rate Notes, shall mean the Fixed Coupon Amount(s) and/or Broken Amount(s), if any, specified in the

applicable Final Terms.

“Interest Commencement Date” means the Issue Date or such other date as may be specified in the

applicable Final Terms.

“Interest Determination Date” means, with respect to a Rate of Interest and Interest Period or Interest

Accrual Period, the date specified as such in the applicable Final Terms or, if none is so specified, (i)

the first day of such period if the Specified Currency is sterling or (ii) the day falling two Business

Days in London prior to the first day of such period if the Specified Currency is neither sterling nor

euro or (iii) the day falling two TARGET Business Days prior to the first day of such period if the

Specified Currency is euro.

“Interest Period” means the period beginning on (and including) the Interest Commencement Date

and ending on (but excluding) the first Interest Payment Date and each successive period beginning on

(and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest

Payment Date.

“Interest Period Date” means each Interest Payment Date unless otherwise specified in the applicable

Final Terms.

“ISDA Definitions” means the 2006 ISDA Definitions as published by the International Swaps and

Derivatives Association, Inc., as amended, supplemented and updated as at the Issue Date of the first

Tranche of Notes of the relevant Series.

“ISDA Agreement” means the 2002 ISDA Master Agreement as published by the International Swaps

and Derivatives Association, Inc., as amended, supplemented and updated as at the Issue Date of the

first Tranche of Notes of the relevant Series.

“Nominal Amount” means the Nominal Amount specified in the applicable Final Terms.

“Non-transferability” means the occurrence of any event that makes it impossible for the Issuer to

transfer Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an

account outside Hong Kong or from an account outside Hong Kong to an account inside Hong Kong,

other than where such impossibility is due solely to the failure of the Issuer to comply with any law,

rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is

enacted after the Issue Date (or, if earlier, any CNY Issue Trade Date as specified in the relevant Final

Terms) and it is impossible for the Issuer, due to an event beyond its control, to comply with such law,

rule or regulation).

58

“PRC” means the People's Republic of China which, for the purpose of these Conditions, shall exclude

Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan.

“Rate of Interest” means the rate of interest payable from time to time in respect of this Note and that

is either specified or calculated in accordance with the Conditions.

“Reference Banks” means four major banks as selected by the Calculation Agent, following

consultation with the Issuer, in the interbank market (or, if appropriate, money, swap or over-the-

counter index options market) that is most closely connected with the Reference Rate specified in the

Final Terms which, if the relevant Reference Rate is EURIBOR, shall be the Euro-Zone.

“Reference Rate” means LIBOR, EURIBOR, EONIA, CAD-BA-CDOR, CAD-CORRA, SONIA,

TIBOR, BBR, CIBOR, STIBOR, NIBOR, SIBOR, HIBOR or Federal Funds Rate, as specified in the

applicable Final Terms in respect of the currency and period specified in the relevant Final Terms.

“Relevant Determination Date” means the day which is two relevant Business Days before the due

date for any payment of the relevant amount under these Conditions.

“Relevant Screen Page” means such page, section, caption, column or other part of a particular

information service as may be specified in the applicable Final Terms, or such other page, section,

caption, column or other part as may replace it on that information service or on such other information

service, in each case as may be nominated by the person or organization providing or sponsoring the

information appearing there for the purpose of displaying rates or prices comparable to that Reference

Rate.

“Renminbi” or “CNY” means the lawful currency of the PRC.

“Renminbi Dealer” means an independent foreign exchange dealer of international repute active in the

Renminbi exchange market in Hong Kong.

“Specified Currency” means the currency specified as such in the applicable Final Terms or, if none is

specified, the currency in which the Notes are denominated.

“Spot Rate” means, on any date, the spot CNY/U.S. dollar exchange rate for the purchase of U.S.

dollars with Renminbi in the over-the-counter Renminbi exchange market in Hong Kong for settlement

in two relevant Business Days, as determined by the Calculation Agent at or around 11 a.m. (Hong

Kong time) on the Relevant Determination Date, on a deliverable basis by reference to Reuters Screen

Page TRADCNY3, or if no such rate is available, on a non-deliverable basis by reference to Reuters

Screen Page TRADNDF. If neither rate is available, the Calculation Agent will determine the Spot

Rate at or around 11 a.m. (Hong Kong time) on the Relevant Determination Date as the most recently

available CNY/U.S. dollar official fixing rate for settlement in two Business Days reported by The

State Administration of Foreign Exchange of the PRC, which is reported on the Reuters Screen Page

CNY=SAEC. Reference to a page on the Reuters Screen means the display page so designated on the

Reuters Monitor Money Rates Service (or any successor service) or such other page as may replace

that page for the purpose of displaying a comparable currency exchange rate.

“Subsidiary” has the meaning provided in the Bank Act.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer

payment system which utilizes a single shared platform and which was launched on 19 November

2007.

“TARGET Business Day” means any day on which TARGET2 is open for the settlement of payments

in euro.

“U.S. Dollar Equivalent” means, in relation to any Renminbi amount payable under the Notes on any

date, such Renminbi amount converted into U.S. dollars using the Spot Rate for the Relevant

Determination Date.

59

(j) Calculation Agent

The Issuer shall procure that in respect of Floating Rate Notes there shall at all times be one or more

Calculation Agents and for so long as any such Note is outstanding. Where more than one Calculation

Agent is appointed in respect of the Notes, references in these Conditions to the Calculation Agent

shall be construed as each Calculation Agent performing its respective duties under the Conditions. If

the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to

establish the Rate of Interest for an Interest Period or Interest Accrual Period or to calculate any

Interest Amount or to comply with any other requirement, the Issuer shall appoint a leading bank or

investment banking firm engaged in the interbank market that is most closely connected with the

calculation or determination to be made by the Calculation Agent (acting through its principal London

office or any other office actively involved in such market) to act as such in its place. The Calculation

Agent may not resign its duties without a successor having been appointed as aforesaid.

The determination of each Rate of Interest and Interest Amount the obtaining of each quote and the

making of each determination or calculation by the Calculation Agent shall (in the absence of manifest

error) be final and binding upon the Issuer and the Holders and neither the Calculation Agent nor any

Reference Bank shall have any liability to the Holders in respect of any determination, calculation,

quote or rate made or provided by it.

5. Redemption, Purchase and Options

(a) Final Redemption

Unless previously redeemed or purchased and cancelled as provided below, each Note shall be finally

redeemed on the Maturity Date specified in the applicable Final Terms at its Final Redemption

Amount. The applicable Final Terms may specify a Final Redemption Amount, failing which the Final

Redemption Amount of such Note shall be its Nominal Amount.

(b) Early Redemption

(i) Zero Coupon Notes

(A) The Early Redemption Amount payable in respect of any Zero Coupon Note upon

redemption of such Note pursuant to Condition 5(c) or upon it becoming due and

payable as provided in Condition 9 shall be the Amortized Face Amount (as defined

below) of such Note.

(B) Subject to the provisions of sub-paragraph (C) below, the Amortized Face Amount of

any such Note shall be equal to the scheduled Final Redemption Amount of such Note

on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal

to the Amortization Yield (as specified in the applicable Final Terms or if none is

specified in the applicable Final Terms, the Amortization Yield shall be such rate as

would produce an Amortized Face Amount equal to the issue price of the Notes if the

Final Redemption Amount were discounted back at such rate from the Maturity Date to

the Issue Date) compounded annually.

(C) If the Early Redemption Amount payable in respect of any such Note upon its

redemption pursuant to Condition 5(c) or upon it becoming due and payable as

provided in Condition 9 is not paid when due, the Early Redemption Amount due and

payable in respect of such Note shall be the Amortized Face Amount of such Note as

defined in sub-paragraph (B) above, except that such sub-paragraph shall have effect as

though the reference therein to the date on which the Note becomes due and payable

were replaced by a reference to the Relevant Date (as defined in Condition 7(b)). The

calculation of the Amortized Face Amount in accordance with this subparagraph shall

continue to be made (both before and after judgment) until the Relevant Date, unless

the Relevant Date falls on or after the Maturity Date, in which case the amount due and

payable shall be the scheduled Final Redemption Amount of such Note on the Maturity

Date together with any interest that may accrue in accordance with Condition 4(c).

60

Where any such calculation is to be made for a period of less than one year, it shall be made

on the basis of the Day Count Fraction specified in the applicable Final Terms.

(ii) Early Redemption - Other Notes

The Early Redemption Amount payable in respect of any Note (other than Zero Coupon Notes

described in (i) above), upon redemption of such Note pursuant to Condition 5(c) or upon it

becoming due and payable as provided in Condition 9 shall be the Final Redemption Amount

or such Early Redemption Amount as is specified in the applicable Final Terms.

(c) Redemption for Taxation Reasons

Except in the case of Subordinated Notes, which may only be redeemed prior to maturity with the prior

consent of the Office of Superintendent of Financial Institutions (Canada) (“OSFI”), the Notes may be

redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date (if this

Note is a Floating Rate Note) or at any time (if this Note is not a Floating Rate Note), on giving not less

than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable), at their

Early Redemption Amount as described in Condition 5(b) above, together with interest, if any, accrued

to (but excluding) the date fixed for redemption, if (i) the Issuer has or will become obliged to pay

additional amounts as provided or referred to in Condition 7 as a result of any change in, or amendment

to, the laws or regulations of Canada or, in the case of Notes issued by CIBC acting through a Branch

of Account (as defined in Condition 11(d)) outside Canada, of the country in which such Branch of

Account is located, or any political subdivision or any authority thereof or therein having power to tax,

or any change in the application or official interpretation of such laws or regulations, which change or

amendment becomes effective on or after the date on which agreement is reached to issue the relevant

Tranche of the Notes, and (ii) such obligation cannot be avoided by the Issuer taking reasonable

measures available to it, provided that no such notice of redemption shall be given earlier than 90 days

prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a

payment in respect of the Notes then due. Before the publication of any notice of redemption pursuant

to this paragraph, the Issuer shall deliver to the Fiscal Agent a certificate signed by two directors or

senior officers of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth

a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have

occurred, and an opinion of independent legal advisers of recognized standing to the effect that the

Issuer has or may become obliged to pay such additional amounts as a result of such change or

amendment.

(d) Redemption at the Option of the Issuer (“Call Option”)

This Condition 5(d) will not apply to any Series of Subordinated Notes unless the Issuer has obtained

the consent of OSFI.

If a Call Option is specified as applying in the applicable Final Terms, the Issuer may on giving not

less than 10 nor more than 30 days’ irrevocable notice to the Noteholders (or such other notice period

as may be specified in the applicable Final Terms) in accordance with Condition 14 redeem all or, if so

provided, some, of the Notes on any Optional Redemption Date. Any such redemption of Notes shall

be at their Optional Redemption Amount, as specified in the applicable Final Terms, together with

interest accrued, if any, to (but excluding) the date fixed for redemption.

All Notes in respect of which any such notice is given shall be redeemed, or the Issuer’s option shall be

exercised, on the date specified in such notice in accordance with this Condition.

In the case of a partial redemption or a partial exercise of an Issuer’s option, the notice to Noteholders

shall also contain the certificate numbers of the Bearer Notes, or in the case of Registered Notes shall

specify the nominal amount of Registered Notes drawn and the Holder(s) of such Registered Notes, to

be redeemed or in respect of which such option has been exercised, which shall have been drawn by lot

in such place and in such manner as may be fair and reasonable in the circumstances, taking account of

prevailing market practices, subject to compliance with any applicable laws and stock exchange

requirements. So long as the Notes are listed on the London Stock Exchange and the rules of that stock

exchange so require, the Issuer shall, once in each year in which there has been a partial redemption of

the Notes, cause to be published in a leading newspaper of general circulation in London a notice

61

specifying the aggregate Nominal Amount of Notes outstanding and a list of the Notes drawn for

redemption but not surrendered.

Any such redemption must relate to Notes of a Nominal Amount at least equal to the Minimum

Redemption Amount to be redeemed, if any, specified in the applicable Final Terms and no greater

than the Maximum Redemption Amount to be redeemed, if any, specified in the applicable Final

Terms.

(e) Redemption at the Option of Noteholders (“Put Option”)

This Condition 5(e) will not apply to any Series of Subordinated Notes.

If a Put Option is specified as applying in the applicable Final Terms, the Issuer shall, at the option of

the Holder of any such Note, upon the Holder of such Note giving not less than 15 nor more than 30

days’ notice to the Issuer (or such other Notice Period as may be specified in the applicable Final

Terms) (the “Noteholders Option Period”) redeem such Note on the Optional Redemption Date(s) at

its Optional Redemption Amount, as specified in the applicable Final Terms, together with interest

accrued, if any, to (but excluding) the date fixed for redemption.

To exercise such option the Holder must deposit (in the case of Bearer Notes) such Note (together with

all unmatured Coupons and unexchanged Talons) with any Paying Agent or (in the case of Registered

Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its

specified office, together with a duly completed option exercise notice (“Exercise Notice”) in the form

obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the

Noteholders’ Option Period. No Note or Certificate so deposited and option exercised may be

withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer.

(f) Early Redemption of Subordinated Notes upon Occurrence of a Special Event

In respect of Subordinated Notes of any Series, the Issuer may, at its option, with the prior consent of

OSFI, on giving not more than 60 days’ nor less than 30 days’ notice in accordance with Condition 14,

redeem all but not less than all of the outstanding Subordinated Notes of such Series at any time on or

after a Special Event Redemption Date at its Early Redemption Amount.

For purposes of this Condition 5(f):

“Regulatory Event Date” means the date specified in a letter from OSFI to the Issuer on which the

Subordinated Notes will no longer be recognized as eligible “Tier 2 Capital” or will no longer be

eligible to be included in full as risk-based “Total Capital” on a consolidated basis under the OSFI

Guideline for Capital Adequacy Requirements for banks in Canada as interpreted by OSFI;

“Special Event Redemption Date” means a Regulatory Event Date or the date of the occurrence of a

Tax Event, as the case may be;

“Tax Event” means the Issuer has received an opinion of independent counsel of a nationally

recognized law firm in Canada experienced in such matters (who may be counsel to the Issuer) to the

effect that, as a result of:

(a) any amendment to, clarification of, or change (including any announced prospective change) in,

the laws, or any regulations thereunder, or any application or interpretation thereof, of Canada or

any political subdivision or taxing authority thereof or therein, affecting taxation;

(b) any judicial decision, administrative pronouncement, published or private ruling, regulatory

procedure, rule, notice, announcement, assessment or reassessment (including any notice or

announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule,

notice, announcement, assessment or reassessment) (collectively, an “Administrative Action”);

or

(c) any amendment to, clarification of, or change in, the official position with respect to or the

interpretation of any Administrative Action or any interpretation or pronouncement that

62

provides for a position with respect to such Administrative Action that differs from the

theretofore generally accepted position,

in each of case (a), (b) or (c), by any legislative body, court, governmental authority or agency,

regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification,

change, Administrative Action, interpretation or pronouncement is made known, which amendment,

clarification, change or Administrative Action is effective or which interpretation, pronouncement or

Administrative Action is announced on or after the date of issue of the Notes, there is more than an

insubstantial risk (assuming any proposed or announced amendment, clarification, change,

interpretation, pronouncement or Administrative Action is effective and applicable) that the Issuer is,

or may be, subject to more than a de minimus amount of additional taxes, duties or other governmental

charges or civil liabilities because the treatment of any of its items of income, taxable income, expense,

taxable capital or taxable paid-up capital with respect to the Subordinated Notes (including the

treatment by the Issuer of interest on the Subordinated Notes) or the treatment of the Subordinated

Notes, as or as would be reflected in any tax return or form filed, to be filed, or otherwise could have

been filed, will not be respected by a taxing authority.

(g) Redemptions Irrevocable

A notice of redemption under this Condition 5 shall be irrevocable, except that, in the case of

Subordinated Notes, the occurrence of a Non-Viability Trigger Event prior to the date fixed for

redemption shall automatically rescind such notice of redemption and, in such circumstances, no

Subordinated Notes shall be redeemed and no payment in respect of the Subordinated Notes shall be

due and payable.

(h) Purchases

The Issuer and any of its Subsidiaries may at any time purchase Notes (with the consent of OSFI in the

case of Subordinated Notes), provided that all unmatured Coupons and unexchanged Talons relating

thereto are attached thereto or surrendered therewith, in the open market or otherwise at any price.

(i) Cancellation

All Notes purchased by or on behalf of the Issuer and any of its Subsidiaries may be surrendered for

cancellation, in the case of Bearer Notes, by surrendering each such Note together with all unmatured

Coupons and all unexchanged Talons to the Fiscal Agent and, in the case of Registered Notes, by

surrendering the Certificate representing such Notes to the Registrar and, in each case, if so

surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith (together

with all unmatured Coupons and unexchanged Talons attached thereto or surrendered therewith). Any

Notes so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer in

respect of any such Notes shall be discharged.

6. Payments and Talons

Bearer Notes (a)

(i) Payments of principal (or, as the case may be, Final Redemption Amounts, Early Redemption

Amounts or Optional Redemption Amounts) and interest in respect of Bearer Notes (other than

Dual Currency Notes) shall, subject as mentioned below, be made against presentation and

surrender of the relevant Notes (in the case of all payments of principal and, in the case of interest,

as specified in Condition 6(h)(v)) or Coupons (in the case of interest, save as specified in

Condition 6(h)(ii)), as the case may be, at the specified office of any Paying Agent outside the

United States by a cheque payable in the currency in which such payment is due drawn on, or, at

the option of the Holder, by credit or transfer to an account denominated in that currency

maintained by or as directed by the Holder with, a bank in the principal financial centre of that

currency, provided that:

a. payments in a currency other than euro, U.S. dollars or Renminbi, will be made by credit or

transfer to an account in the relevant currency (which, in the case of a payment in Japanese

Yen to a non-resident of Japan, shall be a non-resident account) maintained by the payee with,

63

or at the option of the payee by a cheque in such currency drawn on, a bank in the principal

financial centre of the country of such currency (which, if the currency is Australian dollars or

New Zealand dollars shall be Sydney or Auckland, respectively);

b. payments in euro will be made by credit or transfer to a euro account maintained outside the

United States (or any other account to which euro may be credited or transferred) specified by

the payee, or at the option of the payee, by euro cheque;

c. payments in U.S. dollars, except as provided by Condition 6(d), shall be made by credit or

transfer to a U.S. dollar account outside the United States specified by the payee; and

d. payments in Renminbi shall be made by credit or transfer to a Renminbi account maintained

by or on behalf of the payee with a bank in Hong Kong in accordance with applicable laws,

rules and regulations and guidelines issued from time to time (including all applicable laws

and regulations with respect to settlement in Renminbi in Hong Kong).

(ii) A cheque may not be delivered to an address in, and an amount may not be transferred to an

account at a bank located in, the United States of America or its possessions by any office or

agency of the Issuer, the Fiscal Agent or any Paying Agent except as provided by Condition 6(d).

Registered Notes (b)

(i) Payments of principal (which for the purposes of this Condition 6(b) shall include the Final

Redemption Amounts, Early Redemption Amounts or Optional Redemption Amounts) in

respect of Registered Notes shall be made against presentation and surrender of the relevant

Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the

manner provided in paragraph (ii) below.

(ii) Interest on Registered Notes shall be paid to the person shown on the Register (i) in relation to

Registered Notes in global form, at the close of business on the first Business Day before the

due date for payment thereof or (ii) in relation to Registered Notes in definitive form at the

close of business on the 15th day before the due date for payment thereof or (iii) in the case of

Registered Notes to be cleared through DTC, on the 15th DTC Business Day before the due

date for payment thereof (each the “Record Date”). “DTC Business Day” means any day on

which DTC is open for business.

(iii) Save as provided in paragraph (iv) below, payments of interest and principal on each

Registered Note, will be made in the currency in which such payments are due by cheque

drawn on a bank in the principal financial centre of the country of the currency concerned

(which, if the currency is Australian dollars or New Zealand dollars shall be Sydney or

Auckland, respectively) and mailed to the Holder (or to the first named of joint Holders) of

such Note at its address appearing in the Register. Upon application by the Holder to the

specified office of the Registrar or any Transfer Agent before the Record Date:

a. payments in a currency other than euro or Renminbi may be made by credit or transfer to

an account in the relevant currency (which, in the case of a payment in Japanese Yen to a

non-resident of Japan, shall be a non-resident account) maintained by or as directed by

the Holder with a bank in the principal financial centre of the country of such currency

(which, if the currency is Australian dollars or New Zealand dollars shall be Sydney or

Auckland, respectively);

b. payments in euro may be made by credit or transfer to a euro account (or any other

account to which euro may be credited or transferred) specified by the payee; and

c. payments in Renminbi may be made by credit or transfer to a Renminbi account

maintained by or on behalf of the Holder with a bank in Hong Kong in accordance with

applicable laws, rules and regulations and guidelines issued from time to time (including

all applicable laws and regulations with respect to settlement in Renminbi in Hong

Kong).

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(iv) Payments of principal and interest in respect of Registered Notes registered in the name of, or

in the name of a nominee for, DTC and payable in a currency other than U.S. dollars will be

made or procured to be made by the Fiscal Agent in such currency in accordance with the

following provisions. The amounts in such currency payable by the Fiscal Agent or its agent

to DTC or DTC’s nominee with respect to Registered Notes held by DTC or DTC’s nominee

will be received from the Issuer by the Fiscal Agent who will make payments in such currency

by wire transfer of same day funds to, in the case of Notes registered in the name of DTC’s

nominee, to such nominee, or otherwise to the designated bank account in such currency of

those DTC participants entitled to receive the relevant payment who have made an irrevocable

election to DTC, in the case of interest payments, on or prior to the third DTC Business Day

after the Record Date for the relevant payment of interest and, in the case of payments or

principal, at least 12 DTC Business Days prior to the relevant payment date, to receive that

payment in such currency. The Fiscal Agent, after an exchange agent has converted amounts

in such currency into U.S. dollars, will cause such exchange agent to deliver such U.S. dollar

amount in same day funds to DTC’s nominee for payment through the DTC settlement system

to those DTC participants entitled to receive the relevant payment who did not elect to receive

such payment in such currency. The Agency Agreement sets out the manner in which such

conversions are to be made.

Renminbi-denominated Notes - Payment of U.S. Dollar Equivalent (c)

This Condition 6(c) only applies to Notes in relation to which the Specified Currency of denomination

and payment is Renminbi.

Notwithstanding the foregoing, if by reason of Inconvertibility, Non-transferability or Illiquidity, the

Issuer is not able to satisfy payments of principal or interest in respect of the Notes when due in

Renminbi in Hong Kong, the Issuer may, on giving not less than five or more than thirty calendar days'

irrevocable notice to the Fiscal Agent and Holders in accordance with Condition 14 (Notices) prior to

the due date for payment, settle any such payment in U.S. dollars on the due date (or if such date is not

a Business Day, on the next succeeding Business Day) at the U.S. Dollar Equivalent of any such

Renminbi denominated amount.

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given,

expressed, made or obtained for the purposes of the provisions of this Condition 6(c) by the Calculation

Agent, will (in the absence of manifest error) be binding on the Issuer, the Fiscal Agent, the Paying

Agents, the Registrar, the Transfer Agents and all Holders.

Payments in the United States (d)

Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S. dollars, payments in

respect thereof may be made at the specified office of any Paying Agent in New York City in the same

manner as provided in this Condition 6 if (i) the Issuer shall have appointed Paying Agents with

specified offices outside the United States with the reasonable expectation that such Paying Agents

would be able to make payment of the amounts on the Notes in the manner provided above when due,

(ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange

controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is

then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax

consequence to the Issuer.

Payments Subject to Fiscal Laws (e)

Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in

the place of payment, but without prejudice to the provisions of Condition 7 (Taxation) and (ii) any

withholding or deduction required pursuant to an agreement described in Section 1471(b) of the United

States Internal Revenue Code (the “Code”) or otherwise imposed pursuant to Sections 1471 through

1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or

(without prejudice to the provisions of Condition 7 (Taxation)) any law implementing an

intergovernmental approach thereto. No commission or expenses shall be charged to the Noteholders or

Couponholders in respect of such payments.

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Unavailable Currency (f)

This Condition 6(f) does not apply to Notes in relation to which the Specified Currency of payment is

Renminbi.

If the Issuer is due to make a payment in a currency (the “original currency”) other than U.S. dollars

in respect of any Note or Coupon and the original currency is not available on the foreign exchange

markets due to the imposition of exchange controls, the original currency’s replacement or disuse or

other circumstances beyond the Issuer’s control, the Issuer will be entitled to satisfy its obligations in

respect of such payment by making payment in U.S. dollars on the basis of the spot exchange rate (the

“US FX Rate”) at which the original currency is offered in exchange for U.S. dollars in the London

foreign exchange market (or, at the option of the Issuer or its designated Calculation Agent, in the

foreign exchange market of any other financial centre which is then open for business) at noon, London

time, two Business Days prior to the date on which payment is due, or if the US FX Rate is not

available on that date, on the basis of a substitute exchange rate determined by the Issuer or by its

designated Calculation Agent acting in its absolute discretion from such source(s) and at such time as it

may select. For the avoidance of doubt, the US FX Rate or substitute exchange rate as aforesaid may

be such that the resulting U.S. dollars amount is zero and in such event no amount of U.S. dollars or the

original currency will be payable. Any payment made in U.S. dollars or non-payment in accordance

with this paragraph will not constitute an Event of Default under Condition 9.

Appointment of Agents (g)

The Fiscal Agent, the Paying Agents, the Registrar, Transfer Agents and the Calculation Agent act

solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or

with any Noteholder or Couponholder. The Issuer reserves the right at any time to vary or terminate the

appointment of the Fiscal Agent, any other Paying Agent, the Registrar, any Transfer Agent or the

Calculation Agent and to appoint additional or other Paying Agents or Transfer Agents, provided that

the Issuer shall at all times maintain (i) a Fiscal Agent, (ii) a Registrar in relation to Registered Notes,

(iii) a Transfer Agent in relation to Registered Notes, (iv) one or more Calculation Agent(s) where

these Conditions so require, and (v) a Paying Agent having specified offices in at least one major

continental European city (which shall be London so long as the Notes are admitted to trading on the

Regulated Market).

In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any

Bearer Notes denominated in U.S. dollars in the circumstances described in paragraph 6(d) above.

Notice of any such change in the identity of the Fiscal Agent, other Paying Agent, Registrar, Transfer

Agents or Calculation Agent or any change of any specified office of any such persons shall promptly

be given to the Noteholders in accordance with Condition 14.

Unmatured Coupons and unexchanged Talons (h)

(i) Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes, the

Bearer Note should be surrendered for payment together with all unmatured Coupons (if any)

appertaining thereto, failing which an amount equal to the face value of each missing

unmatured Coupon (or, in the case of payment not being made in full, that proportion of the

amount of such missing unmatured Coupon that the sum of principal so paid bears to the total

principal due) shall be deducted from the Final Redemption Amount, Early Redemption

Amount or Optional Redemption Amount, due for payment. Any amount so deducted shall be

paid in the manner mentioned above against surrender of such missing Coupon within a period

of two years (in the case where the relevant Notes are governed by Ontario Law (as defined in

Condition 8)) or five years (in the case where the relevant Notes are governed by English law)

from the Relevant Date for the payment of such principal (whether or not such Coupon has

become void pursuant to Condition 13).

(ii) Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note,

unmatured Coupons relating to such Note (whether or not attached) shall become void and no

payment shall be made in respect of them.

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(iii) Where any Bearer Note that provides that the related unmatured Coupons are to become void

upon the due date for redemption of those Notes is presented for redemption without all

unmatured Coupons and any unexchanged Talon relating to it, and where any Bearer Note is

presented for redemption without any unexchanged Talon relating to it, redemption shall be

made only against the provision of such indemnity as the Issuer may require.

(iv) If the due date for redemption of any Note is not a due date for payment of interest, interest

accrued from the preceding due date for payment of interest or the Interest Commencement

Date, as the case may be, shall only be payable against presentation (and surrender if

appropriate) of the relevant Bearer Note or Certificate representing it, as the case may be

(together with, if applicable, unmatured Coupons pursuant to Condition 6(h)(i)). Interest

accrued on a Note that only bears interest after its Maturity Date shall be payable on

redemption of such Note against presentation of the relevant Note or Certificate representing

it, as the case may be.

(v) Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such

Note (whether or not attached) shall become void and no Coupon shall be delivered in respect

of such Talon.

Talons (i)

On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in

respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the

specified office of the Fiscal Agent in exchange for a further Coupon sheet (and if necessary another

Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to

Condition 8).

Non-Business Days (j)

If any date for payment in respect of any Note or Coupon is not a payment day, the Holder shall not be

entitled to payment until the next following payment day nor to any interest or other sum in respect of

such postponed payment. In this paragraph, “payment day” means a day (other than a Saturday or a

Sunday) on which commercial banks and foreign exchange markets settle payments and are open for

general business (including dealing in foreign exchange and foreign currency deposits) in the relevant

place of presentation, in such jurisdictions as shall be specified as “Financial Centres” in the

applicable Final Terms and:

(i) in the case of a payment in a Specified Currency other than euro or Renminbi, where payment

is to be made by transfer to an account maintained with a bank in the Specified Currency, a

day on which foreign exchange transactions may be carried on in the Specified Currency in the

principal financial centre of the country of such currency, or

(ii) in the case of a payment in euro, a day which is a TARGET Business Day, or

(i) if the currency of payment is Renminbi, any day (other than a Saturday, a Sunday or a public

holiday) on which commercial banks are generally open for business and settlement of

Renminbi payments in Hong Kong and such other principal financial centre as may be agreed

from time to time by the Issuer and the relevant Dealer(s) are open for business.

Interpretation of Principal and Interest (k)

Any reference in these Conditions to “principal” in respect of the Notes shall be deemed to include, as

applicable:

(i) any premium and any other amounts (other than interest) which may be payable by the Issuer

under or in respect of the Notes;

(ii) any additional amounts which may be payable with respect to principal under Condition 7(a);

and

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(iii) all Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts,

Amortized Face Amounts (in relation to Zero Coupon Notes) and all other amounts in the

nature of principal payable pursuant to Condition 5.

Any reference in these Conditions to “interest” in respect of the Notes shall be deemed to include, as

applicable, all Interest Amounts and all other amounts payable pursuant to Condition 4 and any

additional amounts which may be payable with respect to interest under Condition 7(a).

7. Taxation

(a) All payments of principal and interest in respect of the Notes and the Coupons by or on behalf of the

Issuer shall be made free and clear of, and without withholding or deduction for, any taxes, duties,

assessments or governmental charges of whatever nature imposed, levied, collected, withheld or

assessed by or within Canada and, in addition, if the Issuer’s Branch of Account is located outside

Canada, the country in which such Branch of Account is located or any political subdivision or

authority therein or thereof having power to tax, unless such withholding or deduction is required by

law. In that event, the Issuer shall pay such additional amounts as shall result in receipt by the

Noteholders and the Couponholders of such amounts as would have been received by them had no such

withholding or deduction been required, except that no such additional amounts shall be payable with

respect to any Note or Coupon:

(i) to, or to a third party on behalf of, a Holder who is liable to such taxes, duties, assessments or

governmental charges in respect of such Note or Coupon by reason of his having some

connection with Canada or, if the Issuer’s Branch of Account is located outside Canada, the

country in which such Branch of Account is located, other than the mere holding of the Note

or Coupon; or

(ii) to, or to a third party on behalf of, a Holder who could lawfully avoid (but has not so avoided)

such deduction or withholding by complying or procuring that any third party complies with

any statutory requirements or by making or procuring that any third party makes a declaration

of non-residence or other similar claim for exemption to any tax authority or paying agent in

the place where the relevant Note (or the Certificate representing it) or Coupon is presented for

payment; or

(iii) to, or to a third party on behalf of, a Holder in respect of whom such tax, duty, assessment or

governmental charge is required to be withheld or deducted by reason of the Holder being a

person with whom CIBC is not dealing at arm’s length (within the meaning of the Income Tax

Act (Canada)); or

(iv) presented (or in respect of which the Certificate representing it is presented) for payment more

than 30 days after the Relevant Date except to the extent that the Holder of it would have been

entitled to such additional amounts on presenting it for payment on the 30th

such day,

assuming that day to have been a Business Day; or

(v) in respect of a debt or other obligation to pay an amount to a person with whom the applicable

payor is not dealing at arm’s length within the meaning of the Income Tax Act (Canada); or

(vi) where such withholding or deduction is imposed under Sections 1471 through 1474 of the

United States Internal Revenue Code (or any amended or successor provisions), any current or

future regulations or official interpretations thereunder or official interpretations thereof, any

agreements entered into pursuant to Section 1471(b)(1) of the United States Internal Revenue

Code, any applicable intergovernmental agreement entered into in connection with the

implementation of the foregoing and any fiscal or regulatory legislation, rules or official

practices adopted pursuant to any such intergovernmental agreement; or

(vii) as set out in Condition 10(f)(ii).

(b) As used in these Conditions, “Relevant Date” in respect of any Note or Coupon means the date on

which payment in respect of it first becomes due or (if any amount of the money payable is

improperly withheld or refused) the date on which payment in full of the amount outstanding is made

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or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that,

upon further presentation of the Note (or relative Certificate) or Coupon being made in accordance

with the Conditions, such payment will be made, provided that payment is in fact made upon such

presentation.

(c) If the Issuer becomes subject generally at any time to any taxing jurisdiction other than or in addition

to Canada or the country in which the relevant Branch of Account is located, references in these

Conditions to Canada or the country in which the relevant Branch of Account is located shall be read

and construed as references to Canada or the country in which such branch is located and/or to such

other jurisdiction(s).

8. Prescription

Claims against the Issuer for payment in respect of the Notes and Coupons shall be prescribed and become void

unless made within (a) two years (in the case where the relevant Notes are governed by the laws of the Province

of Ontario and the federal laws of Canada applicable therein (“Ontario Law”), (b) ten years (in the case of

claims in respect of principal where the relevant Notes are governed by English law) or (c) five years (in the

case of claims in respect of interest where the relevant Notes are governed by English law) from the appropriate

Relevant Date in respect of them.

9. Events of Default

(a) Any one of the following events or circumstances is an event of default (“Event of Default”):

(i) in relation to Deposit Notes:

(A) default is made for more than 30 days (in the case of interest) or seven days (in the

case of principal) in the payment on the due date of interest or principal in respect of

any of the Notes; or

(B) if the Issuer shall become insolvent or bankrupt, or if a liquidator, receiver or receiver

and manager of the Issuer or any other officer having similar powers shall be

appointed;

(ii) in relation to Subordinated Notes, in each case whether voluntary or involuntary or effected by

operation of law or pursuant to any judgment, decree or order of any court or any order, rule or

regulation of any administrative or governmental body:

(A) the Issuer becomes insolvent or bankrupt or subject to the provisions of the Winding-

Up and Restructuring Act (Canada);

(B) the Issuer goes into liquidation either voluntary or under an order of a court of

competent jurisdiction; or

(C) the Issuer otherwise acknowledges its insolvency,

provided however that an Automatic Conversion upon the occurrence of a Non-Viability

Trigger Event pursuant to Condition 10 shall not constitute an Event of Default in relation to

Subordinated Notes and, following an Automatic Conversion, no Holder of Notes shall have

any rights against the Issuer with respect to repayment of the principal of, or interest on, the

Subordinated Notes.

(b) If any Event of Default occurs and is continuing, the Holder of any Note may give written notice to

the Fiscal Agent at its specified office that such Note is immediately repayable, whereupon the Early

Redemption Amount of such Note together with accrued interest to the date of payment shall become

immediately due and payable, unless such Event of Default shall have been remedied prior to the

receipt of such notice by the Fiscal Agent. Upon the occurrence of any Event of Default, a Holder of

any Note will not be required to present such Note, demand payment or serve legal process or any

similar procedure at the Branch of Account of CIBC which issued such Note.

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10. Automatic Conversion of Subordinated Notes on Non-Viability Trigger Event

Definitions (a)

In this Condition 10, the following terms have the following meanings:

“Business Day” means a day which is both (i) a day on which banks are open for general banking

business in Toronto (not being a Saturday, Sunday or public holiday in that place) and (ii) a day

which is a business day for purposes of the rules of the Relevant Stock Exchange.

“Common Share Reorganization” means (i) the issuance of Common Shares or securities

exchangeable for or convertible into Common Shares to all or substantially all of the holders of

Common Shares as a stock dividend or similar distribution, (ii) the subdivision, redivision or change

of the Common Shares into a greater number of Common Shares, or (iii) the reduction, combination

or consolidation of the Common Shares into a lesser number of Common Shares.

“Conversion Date” means the date on which a Non-Viability Trigger Event occurs.

“Conversion Price” means the greater of the Current Market Price of a Common Share on the

Conversion Date and the Floor Price.

“Current Market Price” means the volume weighted average trading price of the Common Shares

on the Toronto Stock Exchange (the “TSX”), if such shares are then listed on the TSX, for the10

consecutive trading days ending on the trading day preceding the date of the Trigger Event. If the

Common Shares are not then listed on the TSX, for the purpose of the foregoing calculation reference

shall be made to the principal securities exchange or market on which the Common Shares are then

listed or quoted or, if no such trading prices are available, “Current Market Price” shall be the Floor

Price.

“Floor Price” means CAD5.00, as such price may be adjusted pursuant to Condition 10(e).

“Ineligible Person” means (i) any persons whose address is in, or whom the Issuer or its transfer

agent has reason to believe is a resident of, any jurisdiction outside Canada to the extent that the

issuance by the Issuer or delivery by its transfer agent to a person pursuant to an Automatic

Conversion, of Common Shares would require the Issuer to take any action to comply with securities,

banking or analogous laws of that jurisdiction, and (ii) any person to the extent that the issuance by

the issuer or delivery by its transfer agent to that person, pursuant to an Automatic Conversion, of

Common Shares would cause the Issuer to be in violation of any law to which the Issuer is subject.

“Multiplier” means 1.5.

“Non-Viability Trigger Event” has the meaning set out in the OSFI Guideline for Capital Adequacy

Requirements (CAR), Chapter 2 ‒ Definition of Capital, effective January 2017, as such term may be

amended or superseded by OSFI from time to time, which term currently provides that each of the

following constitutes a Non-Viability Trigger Event:

(i) the Superintendent of Financial Institutions (Canada) (the “Superintendent”) publicly

announces that the Issuer has been advised, in writing, that the Superintendent is of the

opinion that the Issuer has ceased, or is about to cease, to be viable and that, after the

conversion of all contingent instruments (including Subordinated Notes) and taking into

account any other factors or circumstances that are considered relevant or appropriate, it is

reasonably likely that the viability of the Issuer will be restored or maintained; or

(ii) a federal or a provincial government in Canada publicly announces that the Issuer has

accepted or agreed to accept a capital injection, or equivalent support, from the federal

government or any provincial government or political subdivision of Canada or agent or

agency thereof without which the Issuer would have been determined by the

Superintendent to be non-viable.

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“Note Value” means the nominal amount of a Subordinated Note plus accrued and unpaid interest on

such Subordinated Note as of the Conversion Date, expressed in Canadian dollars calculated, as

applicable, at the Prevailing Exchange Rate.

“Officer’s Certificate” means a certificate signed by any one of the Issuer’s Chief Executive Officer,

Executive Vice-President and Treasurer, Executive Vice-Presidents or Senior Vice-Presidents or any

two Vice-Presidents acting together, and delivered to the Fiscal Agent.

“Prevailing Exchange Rate” means in respect of any currency, the closing rate of exchange between

the relevant currency and the Canadian dollar (in Canadian dollars per relevant currency) reported by

the Bank of Canada on the date immediately preceding the Conversion Date (or if not available on

such date, the date on which such closing rate was last applicable prior to such date). If such

exchange rate is no longer reported by the Bank of Canada, the relevant exchange rate shall be the

simple average of the closing exchange rate between the relevant currency and the Canadian dollar

(in Canadian dollars per relevant currency) quoted at approximately the Specified Time, on such date

by three major banks selected by the Issuer.

“Specified Time” means the time specified in the applicable Final Terms.

“Significant Shareholder” means any person who beneficially owns directly, or indirectly through

entities controlled by such person or persons associated with or acting jointly or in concert with such

person (as determined in accordance with the Bank Act), a percentage of the total number of

outstanding shares of a class of the Issuer that is in excess of that permitted by the Bank Act.

Automatic Conversion of Subordinated Notes (b)

Upon the occurrence of a Non-Viability Trigger Event, the Subordinated Notes will automatically and

immediately convert (an “Automatic Conversion” and “Convert”, “Converted” and “Converting” when used

herein have corresponding meanings), on a full and permanent basis, into that number of fully paid common

shares in the capital of the Issuer (the “Common Shares”) determined in accordance with the following

formula:

Multiplier x Note Value

Conversion Price

In any case where the aggregate number of Common Shares to be issued to a Holder of Subordinated Notes

pursuant to an Automatic Conversion includes a fraction of a Common Share, such number of Common Shares

to be issued to such Holder shall be rounded down to the nearest whole number of Common Shares and no cash

payment shall be made in lieu of such fractional Common Share.

Notice and Delivery of Common Shares (c)

As promptly as practicable after the occurrence of a Non-Viability Trigger Event, the Issuer shall announce the

Automatic Conversion by way of a press release and shall give notice of the Automatic Conversion to the Fiscal

Agent and to the Holders of the Subordinated Notes in accordance with Condition 14, which notice shall state

the Conversion Date.

From and after the Automatic Conversion, (i) the nominal amount of the Subordinated Notes together with all

accrued and unpaid interest thereon will be deemed paid in full by the issuance of the Common Shares and the

Subordinated Notes shall cease to be outstanding, (b) the Holders of Subordinated Notes shall have no right to

payment of principal or interest thereon (including any interest accrued but unpaid as of the Conversion Date),

(c) the Issuer shall have no further obligations under the Subordinated Notes or the Deed of Covenant in respect

of the Subordinated Notes, and (d) the Subordinated Notes shall only represent the right to receive, upon

surrender of such Subordinated Notes, the applicable number of Common Shares determined in accordance with

this Condition 10. The person or persons entitled to receive Common Shares upon an Automatic Conversion

shall be treated for all purposes as having become the holder or holders of record of such Common Shares at the

Conversion Date.

An Automatic Conversion shall be mandatory and binding upon the Issuer and all Holders of the Subordinated

Notes notwithstanding anything else including, without limitation: (a) any prior action to or in furtherance of

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redeeming, exchanging or converting the Subordinated Notes pursuant to any other Condition; and (b) any delay

in or impediment to the issuance or delivery of the Common Shares to the Holders of the Subordinated Notes.

Capital Reorganization, Consolidation, Merger, Amalgamation or Comparable Transactions (d)

In the event of a capital reorganization, consolidation, merger or amalgamation of the Issuer or comparable

transaction affecting the Common Shares, the Issuer will take necessary action, to the extent it is able, to ensure

that the Holders of Subordinated Notes receive, after the occurrence of any such event, pursuant to an Automatic

Conversion, the number of Common Shares or other securities that such Holder would have received if the

Automatic Conversion occurred immediately prior to the record date for such capital reorganization,

consolidation, merger or amalgamation of the Issuer or comparable transaction.

Adjustment of Floor Price (e)

(i) In the event of a Common Share Reorganization, the Floor Price shall be adjusted so that it will equal

the price determined by multiplying the Floor Price in effect immediately prior to such effective date or

record date of such event by a fraction:

(1) the numerator of which will be the total number of Common Shares outstanding on such effective

date or record date before giving effect to such Common Share Reorganization; and

(2) the denominator of which will be the total number of Common Shares outstanding immediately

after giving effect to such Common Share Reorganization (including, in the case where securities

exchangeable for or convertible into Common Shares are distributed, the number, without

duplication, of Common Shares that would have been outstanding had all such securities been

exchanged for or converted into Common Shares on such effective date or record date).

(ii) The adjustments provided for in relation to the Floor Price are cumulative and shall be calculated to the

nearest one-tenth of one cent and will be made successively whenever there is a Common Share

Reorganization, provided that no adjustment of the Floor Price shall be required unless the cumulative

effect of such adjustment would require an increase or decrease of at least 1% of the Floor Price. For

the avoidance of doubt, no adjustment to the Floor Price will be required upon the issuance from time

to time of Common Shares pursuant to any stock option plan, share purchase plan or dividend

reinvestment plan of the Issuer, as such plans may be replaced, supplemented or amended from time to

time.

(iii) In any case in which Condition 10(d) or this Condition 10(e) requires that an adjustment will become

effective immediately after a record date for an event referred to therein or herein, the Issuer may defer,

until the occurrence of such event, issuing to the Holders of any Subordinated Notes upon an

Automatic Conversion occurring after such record date and before the occurrence of such event, any

additional Common Shares issuable upon such Conversion by reason of the adjustment required by

such event; provided, however, that the Issuer will deliver to such Holder evidence of such Holder’s

right to receive such additional Common Shares upon the occurrence of such event and the right to

receive any dividends or other distributions made on such additional Common Shares declared in

favour of holders of record of Common Shares on and after the date of the Automatic Conversion or

such later date on which such Holder would, but for the provisions of this Condition 10(e), have

become the holder of record of such additional Common Shares.

(iv) If the Issuer sets a record date to take any action that would require an adjustment provided for in

Condition 10(d) or this Condition 10(e) and before the taking of such action, the Issuer abandons its

plan to take such action, then no such adjustment shall be made.

(v) The Issuer will from time to time, immediately after the occurrence of any Common Share

Reorganization or other event that requires an adjustment or readjustment as provided in Condition

10(d) or this Condition 10(e), deliver an Officers’ Certificate to the Fiscal Agent specifying the nature

of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby

and setting forth in reasonable detail the method of calculation and the facts upon which such

calculation is based. Such Officers’ Certificate and the amount of the adjustment or readjustment

specified therein will be conclusive and binding on all parties in interest. Except in respect of any

Common Share Reorganization, the Issuer will forthwith give notice to the Holders of Subordinated

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Notes in accordance with Condition 14 specifying the event requiring such adjustment or readjustment

and the amount thereof, including the resulting Floor Price.

Taxes (f)

(i) Neither the Issuer nor any of its subsidiaries shall be liable for any stamp duty, stamp duty reserve

duty, or any other capital, issue, transfer, registration, financial transaction or documenting tax that may

arise or be paid as a consequence of the delivery of Common Shares, which tax shall be borne solely by

the Noteholder.

(ii) If tax is required to be withheld from any payment of interest in the form of Common Shares specified

in paragraph 10(b) above, the number of Common Shares received by a Holder of Subordinated Notes

shall reflect an amount net of any applicable withholding tax.

General Provisions relating to an Automatic Conversion (g)

(i) In Converting, the Issuer may make any decisions with respect to the identity of the Noteholders at that

time as may be necessary or desirable to ensure Automatic Conversion occurs in an orderly manner,

including disregarding any transfer of Subordinated Notes that have not been settled or registered at

that time.

(ii) If a Subordinated Note is Converted, from and after the Automatic Conversion, (i) the nominal amount

of the Subordinated Notes together with all accrued and unpaid interest thereon will be deemed paid in

full by the issuance of the Common Shares and the Subordinated Notes shall cease to be outstanding,

(b) the Holders of Subordinated Notes shall have no right to payment of principal or interest thereon

(including any interest accrued but unpaid as of the Conversion Date), (c) the Issuer shall have no

further obligations under the Subordinated Notes or the Deed of Covenant in respect of the

Subordinated Notes, and (d) the Subordinated Notes shall only represent the right to receive, upon

surrender of such Subordinated Notes, the applicable number of Common Shares determined in

accordance with this Condition 10.

(i) Notwithstanding any other Condition or provision of the Subordinated Notes, the Automatic

Conversion of the Subordinated Notes shall not be an Event of Default and the only consequence of a

Non-Viability Trigger Event shall be the conversion of such Subordinated Notes into Common Shares.

Right Not to Deliver Common Shares (h)

Upon an Automatic Conversion, the Issuer reserves the right not to deliver some or all, as applicable, of the

Common Shares issuable thereupon to any Ineligible Person or any person who, by virtue of the operation of the

Automatic Conversion, would become a Significant Shareholder through the acquisition of Common Shares. In

such circumstances, the Issuer will hold, as agent for such persons, the Common Shares that would have

otherwise been delivered to such persons and will attempt to facilitate the sale of such Common Shares to

parties other than the Issuer and its Affiliates on behalf of such persons. Those sales (if any) may be made at any

time and at any price. The Issuer will not be subject to any liability for failure to sell such Common Shares on

behalf of such persons or at any particular price on any particular day. The net proceeds received by the Issuer

from the sale of any such Common Shares will be divided among the applicable persons in proportion to the

number of Common Shares that would otherwise have been delivered to them upon the Automatic Conversion

after deducting the costs of sale and any applicable withholding or other taxes or duties arising as a result of or

in connection with such sale.

11. Meetings of Noteholders and Modifications

(a) Meetings of Noteholders

The Agency Agreement contains provisions for convening meetings of Noteholders of a Series to

consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as

defined in the Agency Agreement) of a modification of any of these Conditions. Such a meeting may

be convened by one or more Noteholders holding not less than 10 per cent. in Nominal Amount of the

Notes of the relevant Series for the time being outstanding. The quorum for any meeting convened to

consider an Extraordinary Resolution shall be two or more persons holding or representing a clear

73

majority in Nominal Amount of the Notes for the time being outstanding, or at any adjourned meeting

one or more persons being or representing Noteholders whatever the Nominal Amount of the Notes

held or represented, unless the business of such meeting includes consideration of proposals, inter alia,

(i) to amend the dates of maturity or redemption of the Notes or any date for payment of interest or

Interest Amounts on the Notes, (ii) to reduce or cancel the Nominal Amount of or any premium

payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes

or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for

calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of

Interest, Early Redemption Amount or Redemption Amount is specified in the applicable Final Terms,

to reduce or cancel any such Minimum and/or Maximum, (v) to vary any method of, or basis for,

calculating the Final Redemption Amount, Early Redemption Amount or the Optional Redemption

Amount, including the method of calculating the Amortized Face Amount, (vi) to vary the currency or

currencies of payment or denomination of the Notes, or (vii) to modify the provisions concerning the

quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary

Resolution, in which case the necessary quorum shall be two or more persons holding or representing

not less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in Nominal Amount of

the Notes for the time being outstanding. The Agency Agreement provides that a written resolution

signed by or on behalf of the holders of not less than 75 per cent. in Nominal Amount of Notes

outstanding (a “Written Resolution”) shall be as valid and effective as a duly passed Extraordinary

Resolution. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not

they were present at the meeting at which such resolution was passed) and on all Couponholders.

Notwithstanding any other provision of the Agency Agreement, an Extraordinary Resolution that may

affect the eligibility of the Subordinated Notes to continue to be treated as regulatory capital under the

OSFI Guideline for Capital Adequacy Requirements for banks in Canada shall be of no effect unless

the prior written approval of OSFI has been obtained.

(b) Modification of Agency Agreement, Notes and Coupons

The Agency Agreement, the Notes and any Coupons attached to the Notes may be amended by the

Issuer and the Fiscal Agent without the consent of the Holder of any Note or Coupon (i) for the purpose

of curing any ambiguity or manifest error, or for curing, correcting or supplementing any defective

provision contained therein, or to provide for substitution of the Issuer as provided in Condition 11(c),

(ii) to make any further modifications of the terms of the Agency Agreement necessary or desirable to

allow for the issuance of any additional Notes (which modifications shall not be materially adverse to

Holders of outstanding Notes) or (iii) in any manner which the Issuer and the Fiscal Agent may deem

necessary or desirable and which shall not materially adversely affect the interests of the Holders of the

Notes and Coupons. The Issuer shall only permit any modification of, or any waiver or authorization

of any breach or proposed breach of or any failure to comply with, the Agency Agreement, the Notes

and any Coupons attached to the Notes, if to do so could not reasonably be expected to be prejudicial to

the interests of the Noteholders.

Notwithstanding any other provision of the Agency Agreement, an amendment in relation to

Subordinated Notes that may affect the eligibility of the Subordinated Notes to continue to be treated as

regulatory capital under the OSFI Guideline for Capital Adequacy Requirements for banks in Canada

shall be of no effect unless the prior approval of OSFI has been obtained.

(c) Substitution

This Condition 11(c) is applicable to Deposit Notes only.

The Issuer, or any previous substituted company, may at any time, without the consent of the

Noteholders or the Couponholders, substitute for itself as principal debtor under the Deposit Notes, the

Coupons and the Talons any company (the “Substitute”) that is a Subsidiary of the Issuer, provided

that no payment in respect of the Deposit Notes or the Coupons is at the relevant time overdue. The

substitution shall be made by a deed poll (the “Deed Poll”), to be substantially in the form scheduled to

the Agency Agreement as Schedule 8, and may take place only if (i) the Substitute shall, by means of

the Deed Poll, agree to indemnify each Noteholder and Couponholder against any tax, duty, assessment

or governmental charge that is imposed on it by (or by any authority in or of) the jurisdiction of the

country of the Substitute’s residence for tax purposes and, if different, of its incorporation with respect

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to any Deposit Note, Coupon, Talon or the Deed of Covenant and that would not have been so imposed

had the substitution not been made, as well as against any tax, duty, assessment or governmental

charge, and any cost or expense, relating to the substitution, (ii) the obligations of the Substitute under

the Deed Poll, the Deposit Notes, Coupons, Talons and Deed of Covenant shall be unconditionally

guaranteed by CIBC, (iii) all action, conditions and things required to be taken, fulfilled and done

(including the obtaining of any necessary consents) to ensure that the Deed Poll, the Deposit Notes,

Coupons, Talons and Deed of Covenant represent valid, legally binding and enforceable obligations of

the Substitute and that all action, conditions and things required to be later fulfilled are done (including

the obtaining of any necessary consents) to ensure that the Deed Poll, the Deposit Notes, Coupons,

Talons, Deed of Covenant and any guarantee provided by CIBC represents its valid, legally binding

and enforceable obligations have been taken, fulfilled and done and are in full force and effect, (iv) the

Substitute shall have become party to the Agency Agreement in its capacity as Issuer, with any

appropriate consequential amendments, (v) legal opinions addressed to the Noteholders shall have been

delivered to them (care of the Fiscal Agent) from a lawyer or firm of lawyers with a leading securities

practice in each jurisdiction referred to in (i) above and in England as to the fulfilment of the preceding

conditions of this paragraph (c) and the other matters specified in the Deed Poll and (vi) the Issuer shall

have given at least 14 days’ prior notice of such substitution to the Noteholders, stating that copies, or

pending execution the agreed text, of all documents in relation to the substitution that are referred to

above, or that might otherwise reasonably be regarded as material to Noteholders, shall be available for

inspection at the specified office of each of the Paying Agents. References in Condition 9 to obligations

under the Deposit Notes shall be deemed to include obligations under the Deed Poll, and the events

listed in Condition 9 shall be deemed to include any guarantee provided in connection with such

substitution not being (or being claimed not to be) in full force and effect. For the purpose of this

Condition 11(c) “Subsidiary” has the meaning provided in the Bank Act.

(d) Branch of Account

In respect of Deposit Notes, for the purposes of the Bank Act the branch of the Issuer set out in the

Final Terms shall be the branch of account (the “Branch of Account”) for the deposits evidenced by

the Deposit Notes. The Deposit Notes will be paid without the necessity of first being presented for

payment at the Branch of Account.

The Issuer may change the branch designated as the Branch of Account for the deposits evidenced by

Deposit Notes for purposes of the Bank Act, upon not less than 14 days’ prior written notice to the

Noteholders subject to the following terms and conditions:

(i) if this Note is denominated in Yen, the Branch of Account shall not be in Japan;

(ii) The Issuer shall indemnify each Noteholder and Couponholder against any tax, duty,

assessment or governmental charge that is imposed on it as a consequence of such change, and

shall pay the reasonable costs and expenses of the Fiscal Agent in connection with such

change; and

(iii) notwithstanding (ii) above, no change of the Branch of Account may be made unless

immediately after giving effect to such change (a) no Event of Default, and no event which,

after the giving of notice or lapse of time or both, would become an Event of Default shall

have occurred and be continuing and (b) payments of principal and interest on Notes of this

Series and Coupons relating thereto to Noteholders (other than Excluded Holders, as

hereinafter defined) shall not, in the opinion of counsel to the Issuer, be subject to any taxes, as

hereinafter defined, to which they would not have been subject had such change not taken

place. For the purposes of this section, an “Excluded Holder” means a Noteholder of this

Series or Coupon relating thereto who is subject to taxes by reason of his having some

connection with the Relevant Jurisdiction other than the mere holding of a Note of this Series

or Coupon as a non-resident of such Relevant Jurisdiction. “Relevant Jurisdiction” means

Canada, its provinces or territories and the jurisdiction in which the new Branch of Account is

located, and “taxes” means and includes any tax, duty, assessment or other governmental

charge imposed or levied in respect of the payment of the principal of the Notes of this Series

or interest thereon for or on behalf of a Relevant Jurisdiction or any authority therein or

thereof having power to tax.

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12. Replacement of Notes, Certificates, Coupons and Talons

If a Note, Certificate, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be

replaced, subject to applicable laws, regulations and stock exchange regulations, at the specified office

of the Fiscal Agent (in the case of Bearer Notes, Coupons or Talons) and of the Registrar (in the case of

Certificates) or such other Paying Agent or Transfer Agent, as the case may be, as may from time to

time be designated by the Issuer for the purpose and notice of whose designation is given to

Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection

therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that

if the allegedly lost, stolen or destroyed Note, Certificate, Coupon or Talon is subsequently presented

for payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer

on demand the amount payable by the Issuer in respect of such Notes, Certificates, Coupons or further

Coupons) and otherwise as the Issuer may require. Mutilated or defaced Notes, Certificates, Coupons

or Talons must be surrendered before replacements will be issued.

13. Further Issues

The Issuer may from time to time without the consent of the Noteholders or Couponholders create and

issue further notes having the same terms and conditions as the Notes or the same in all respects save

for the Issue Date and amount and date of the first payment of interest thereon and so that the same

shall be consolidated and form a single series with such Notes, and references in these Conditions to

“Notes” shall be construed accordingly.

14. Notices

Notices to the Holders of Registered Notes shall be mailed to them at their respective addresses in the

Register and deemed to have been given on the seventh weekday (being a day other than a Saturday or

a Sunday) after the date of mailing and shall be published in a daily newspaper of general circulation in

London (which is expected to be the Financial Times). Notices to the Holders of Bearer Notes shall be

valid if published in a daily newspaper of general circulation in London (which is expected to be the

Financial Times). Any such notice shall be deemed to have been given on the date of such publication

or, if published more than once or on different dates, on the date of the first publication as provided

above.

Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to

the Holders of Bearer Notes in accordance with this Condition.

15. Currency Indemnity

Save as provided in Condition 6, any amount received or recovered in a currency other than the

currency in which payment under the relevant Note or Coupon is due (whether as a result of, or of the

enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of

the Issuer or otherwise) by any Noteholder or Couponholder in respect of any sum expressed to be due

to it from the Issuer shall only constitute a discharge to the Issuer to the extent of the amount in the

currency of payment under the relevant Note or Coupon that the recipient is able to purchase with the

amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is

not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

If the amount received or recovered is less than the amount expressed to be due to the recipient under

any Note or Coupon, the Issuer shall indemnify it against any loss sustained by it as a result. In any

event, the Issuer shall indemnify the recipient against the cost of making any such purchase. For the

purposes of this Condition, it shall be sufficient for the Noteholder or Couponholder, as the case may

be, to demonstrate that it would have suffered a loss had an actual purchase been made. These

indemnities constitute a separate and independent obligation from the Issuer’s other obligations, shall

give rise to a separate and independent cause of action, shall apply irrespective of any indulgence

granted by any Noteholder or Couponholder and shall continue in full force and effect despite any

other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note

or Coupon or any other judgment or order.

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16. Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of any Notes which are governed by

English law under the Contracts (Rights of Third Parties) Act 1999.

17. Governing Law and Jurisdiction

(a) Unless otherwise specified in the applicable Final Terms, the Deposit Notes, the Coupons and the

Talons are governed by, and shall be construed in accordance with, Ontario Law.

(b) Subordinated Notes and Coupons and Talons relating thereto are governed by, and shall be construed in

accordance with Ontario Law.

(c) If specified in the applicable Final Terms, the Deposit Notes issued on a non-syndicated basis and the

Coupons, Talons and any non-contractual obligations arising out of or in connection with them, shall be

governed by, and shall be construed in accordance with, English law.

(d) If the governing law for the Deposit Notes issued on a non-syndicated basis and the Coupons and

Talons relating thereto, is specified as being English law (i) the Courts of England are to have

jurisdiction to settle any disputes that may arise out of or in connection with such Notes, Coupons or

Talons and accordingly any legal action or proceedings arising out of or in connection with such Notes,

Coupons or Talons (“Proceedings”) may be brought in such courts and (ii) the Issuer irrevocably

submits to the jurisdiction of the courts of England and waives any objection to Proceedings in such

courts on the ground of venue or on the ground that the Proceedings have been brought in an

inconvenient forum. This submission is made for the benefit of each of the Holders of the Notes,

Coupons and Talons governed by English law and shall not affect the right of any of them to take

Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or

more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or

not). The Issuer irrevocably appoints CIBC World Markets plc of 150 Cheapside, London EC2V 6ET,

United Kingdom as its agent in England to receive, for it and on its behalf, service of process in any

such Proceedings in England. Such service shall be deemed completed on delivery to such process

agent (whether or not it is forwarded to and received by the Issuer). If for any reason such process

agent ceases to be able to act as such or no longer has an address in London, the Issuer irrevocably

agrees to appoint a substitute process agent and shall immediately notify Noteholders of such

appointment in accordance with Condition 14. Nothing shall affect the right to serve process in any

manner permitted by law.

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SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM

The Notes of each Series will be in either bearer form or registered form. Bearer Notes will only be issued

outside the United States in reliance on Regulation S and Registered Notes may be issued outside the United

States in reliance on the exemption from registration provided by Regulation S and/or within the United States

in reliance on Rule 144A.

References herein and in the terms and conditions to “Notes” are to the Notes of one Series only, not to all

Notes that may be issued under the Programme

Initial Issue of Notes

Bearer Notes

Bearer Notes will be issued in compliance with requirements necessary to qualify such Notes as “foreign

targeted obligations” that will be exempt from Code Section 4701 excise tax. In order to comply with such

requirements, Bearer Notes with a maturity of more than one year will be issued in compliance with U.S.

Treasury Regulation §1.163-5(c)(2)(i)(D) or rules substantially identical thereto (such rules, the “D Rules”)

unless (i) the applicable Final Terms state that the Bearer Notes are issued in compliance with U.S. Treasury

Regulation §1.163-5(c)(2)(i)(C) or rules substantially identical thereto (the “C Rules”) or (ii) the Bearer Notes

are issued other than in compliance with the D Rules or the C Rules but in circumstances in which the Bearer

Notes will not constitute "registration required obligations" under section 4701(b) of the Code (an “Excluded

Issue”), which circumstances will be referred to in the applicable Final Terms as an Excluded Issue.

Each Tranche of Bearer Notes having an original maturity of more than one year and being issued in compliance

with the D Rules will initially be represented by a temporary Global Note. Each other Tranche of Bearer Notes

(including Bearer Notes having an original maturity of one year or less) may initially be represented by a

permanent Global Note, in each case, in bearer form without Coupons or Talons attached as indicated in the

applicable Final Terms, which, in either case, will:

(i) if the Global Note is intended to be issued in NGN form, as stated in the applicable Final Terms, be

delivered on or prior to the original issue date of the Tranche to a Common Safekeeper for Euroclear

and Clearstream, Luxembourg; and

(ii) if the Global Note is not intended to be issued in NGN form or the Notes are Exchangeable Bearer

Notes, be delivered on or prior to the issue date thereof to a common depositary on behalf of Euroclear,

Clearstream, Luxembourg or any other agreed clearing system.

If the Global Note is not an NGN, upon the initial deposit of the Global Note with a common depositary for

Euroclear and Clearstream, Luxembourg (the “Common Depositary”), Euroclear or Clearstream, Luxembourg

will credit each subscriber with a nominal amount of Notes equal to the nominal amount thereof for which it has

subscribed and paid.

If the Global Note is an NGN, the Global Note will be delivered on or prior to the issue date of the Tranche to a

Common Safekeeper. The nominal amount of the Notes shall be the aggregate amount from time to time

entered in the records of Euroclear or Clearstream, Luxembourg. The records of such clearing system shall be

conclusive evidence of the nominal amount of Notes represented by the Global Note and a statement issued by

such clearing system at any time shall be conclusive evidence of the records of the relevant clearing system at

that time.

Where the Global Note is in NGN form, as stated in the applicable Final Terms, Euroclear and Clearstream,

Luxembourg will be notified by or on behalf of the Issuer whether or not such Global Note is intended to be

held in a manner which would allow Eurosystem eligibility. Neither depositing the Global Note with the

Common Safekeeper nor indicating that it is to be held in a manner which would allow Eurosystem eligibility

necessarily means that the Notes will be recognized as eligible collateral for Eurosystem monetary policy and

intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such

recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

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Global Notes may not be exchangeable for definitive Bearer Notes on notice received from the Noteholder if the

Specified Denomination of the Notes in the applicable Final Terms includes language substantially to the

following effect: “€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000”.

Furthermore, such Specified Denomination construction is not permitted in relation to any issue of Notes which

is to be represented on issue by a temporary Global Note exchangeable for definitive Bearer Notes.

Notes intended to be delivered to an alternate clearing system or outside a clearing system shall be delivered as

agreed between the Issuer and the relevant Dealer(s).

Notes that are initially deposited with the Common Depositary may also be credited to the accounts of

subscribers with (if indicated in the applicable Final Terms) other clearing systems through direct or indirect

accounts with Euroclear and Clearstream, Luxembourg held by such other clearing systems. Conversely, Notes

that are initially deposited with any other clearing system may similarly be credited to the accounts of

subscribers with Euroclear, Clearstream, Luxembourg or other clearing systems.

While any Note is represented by a temporary Global Note, payments of principal, interest (if any) and any

other amount payable in respect of the Notes due prior to an Exchange Date (defined below) will be made

(against presentation if the temporary Global Note is not intended to be issued in NGN form) only to the extent

that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Note are

not United States Persons or persons who have purchased for resale to any United States Person, as required by

U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear

and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on certifications it has

received) to the Fiscal Agent.

Exchange

1. Temporary Global Notes

Each temporary Global Note will be exchangeable, free of charge to the Holder, on or after its Exchange Date:

(a) in whole, but not in part, for the Definitive Notes (defined and described below, if in the case of a Note

the applicable Final Terms indicate that such Global Note is issued in compliance with the C Rules or

in a transaction which is an Excluded Issue). Such Definitive Notes will be of the same Series with,

where applicable, interest Coupons and Talons attached (as indicated in the applicable Final Terms);

and

(b) otherwise, in whole or in part upon certification as to non-U.S. beneficial ownership for interests in a

permanent Global Note of the same Series or, if so provided in the applicable Final Terms, for

Definitive Notes of the same Series with, where applicable interest Coupons and Talons attached (as

indicated in the applicable Final Terms).

Each temporary Global Note that is also an Exchangeable Bearer Note will be exchangeable for Registered

Notes in accordance with the Conditions in addition to any permanent Global Note or Definitive Notes for

which it may be exchangeable and, before its Exchange Date, will also be exchangeable in whole or in part for

Registered Notes only.

2. Permanent Global Notes

A permanent Global Note will be exchangeable (free of charge), in whole but not, except as provided under

“Partial Exchange of Permanent Global Notes”, in part for Definitive Notes with, where applicable, interest

coupons and talons attached, or, in the case of (b) below, Registered Notes:

(a) if the applicable Final Terms provide that such Global Note is exchangeable at the request of the

holder, by the holder giving notice to the Fiscal Agent of its election for such exchange (provided the

Notes do not have a minimum Specified Denomination on integral multiples thereafter);

(b) if the permanent Global Note is an Exchangeable Bearer Note, by the holder giving notice to the Fiscal

Agent of its election to exchange the whole or a part of such Global Note for Registered Notes; and

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(c) otherwise, (1) if the permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg

or any other clearing system (an “Alternative Clearing System”) and any such clearing system is

closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or

otherwise) or announces an intention permanently to cease business or in fact does so or (2) if an Event

of Default (as defined in the Conditions) has occurred and is continuing, by the holder giving notice to

the Fiscal Agent of its election for such exchange.

In the event that a Global Note is exchanged for Definitive Notes, such Definitive Notes shall be issued in

Specified Denomination(s) only. A Noteholder who holds a principal amount of less than the minimum

Specified Denomination will not receive a Definitive Note in respect of such holding and would need to

purchase a principal amount of Notes such that it holds an amount equal to at least the minimum Specified

Denomination.

3. Partial Exchange of Permanent Global Notes

For so long as a permanent Global Note is held on behalf of a clearing system and the rules of that clearing

system permit, such permanent Global Note will be exchangeable in part on one or more occasions (1) for

Registered Notes if the permanent Global Note is an Exchangeable Bearer Note and the part submitted for

exchange is to be exchanged for Registered Notes, or (2) for Definitive Notes if principal in respect of any

Notes is not paid when due.

Delivery of Notes

If the Global Note is not in NGN form, on or after any due date for exchange the holder of a Global Note may

surrender such Global Note or, in the case of a partial exchange, present it for endorsement to or to the order of

the Fiscal Agent. In exchange for any Global Note, or the part thereof to be exchanged, the Issuer will (i) in the

case of a temporary Global Note exchangeable for a permanent Global Note, deliver, or procure the delivery of,

a permanent Global Note in an aggregate Nominal Amount equal to that of the whole or that part of a temporary

Global Note that is being exchanged or, in the case of a subsequent exchange, endorse, or procure the

endorsement of, a permanent Global Note to reflect such exchange or (ii) in the case of a Global Note

exchangeable for Definitive Notes or Registered Notes, deliver, or procure the delivery of, an equal aggregate

Nominal Amount of duly executed and authenticated Definitive Notes and/or Certificates, as the case may be. If

the Global Note is in NGN form, on or after any due date for exchange, the Issuer will procure that details of

such exchange be entered pro rata in the records of the relevant clearing system. In this Prospectus, “Definitive

Notes” means, in relation to any Global Note, the definitive Bearer Notes for which such Global Note may be

exchanged (if appropriate, having attached to them all Coupons in respect of interest that has not already been

paid on the Global Note and a Talon). Definitive Notes will be security printed and Certificates will be printed

in accordance with any applicable legal and stock exchange requirements in or substantially in the form set out

in the Schedules to the Agency Agreement.

“Exchange Date” means, in relation to (i) a temporary Global Note, the first day falling on or after the day that

is 40 days after the later of the commencement of the offering and the relevant issue date, and in relation to a

permanent Global Note, a specified day falling not less than 60 days, or in the case of an exchange for

Registered Notes five days, or in the case of failure to pay principal in respect of any Notes when due 30 days,

after that on which the notice requiring exchange is given, which day is, in each case, a day on which banks are

open for business in the city in which the specified office of the Fiscal Agent is located and, except in the case

of exchange of a temporary Global Note, in the city in which the relevant clearing system is located.

Registered Notes

Registered Notes may be offered and sold in reliance on Regulation S or in reliance on Rule 144A. Registered

Notes offered and sold in reliance on Regulation S may only be offered and sold to non-U.S. persons outside the

United States and will initially be represented by a global note in registered form, without receipts, interest

coupons or talons (an “Unrestricted Global Certificate”) which will be deposited with a common depositary or

depositary, as the case may be, for, and registered in the name of a common nominee or nominee of, Euroclear

and Clearstream, Luxembourg or such other clearing system as may be agreed between the relevant Issuer and

the relevant Dealer and specified in the applicable Final Terms. Prior to expiry of the Distribution Compliance

Period (as defined in “Terms and Conditions of the Notes”) applicable to each Tranche of Notes, beneficial

interests in an Unrestricted Global Certificate may not be offered or sold to, or for the account or benefit of, a

U.S. person save as otherwise provided in Condition 2 and may not be held otherwise than through Euroclear or

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Clearstream, Luxembourg (or such other clearing system as may be agreed between the Issuer and the relevant

Dealer and specified in the applicable Final Terms) and such Regulation S Global Note will bear a legend

regarding such restrictions on transfer.

Registered Notes offered and sold in reliance on Rule 144A may only be offered and sold to “qualified

institutional buyers” within the meaning of Rule 144A under the Securities Act (“QIBs”) and will be

represented by a global note in registered form, without interest coupons or talons (a “Restricted Global

Certificate”) and, together with an Unrestricted Global Certificate, the “Global Certificates”) which will be

deposited with a custodian for, and registered in the name of a nominee of, DTC.

Individual Certificates will only be available, in the case of Notes initially represented by an Unrestricted Global

Certificate, in the Specified Denomination specified in the applicable Final Terms, and, in the case of Notes

initially represented by a Restricted Global Certificate, in amounts of US$200,000 (or its equivalent in any other

currency as of the date of issue of the Notes), or integral multiples of US$1,000 in excess thereof, in certain

limited circumstances.

Registered Notes may not be exchanged for Bearer Notes.

Unrestricted Global Certificates

If the applicable Final Terms state that the Notes are to be represented by a permanent Unrestricted Global

Certificate on issue, transfers of the holding of Notes represented by any Unrestricted Global Certificate

pursuant to Condition 2(b) may only be made in part:

(a) if the Notes represented by the Unrestricted Global Certificate are held on behalf of Euroclear or

Clearstream, Luxembourg or an Alternative Clearing System and any such clearing system is closed for

business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or

announces an intention permanently to cease business or does in fact do so; or

(b) an Event of Default (as defined in the Conditions) has occurred and is continuing; or

(c) with the consent of the Issuer,

provided that, in the case of the first transfer of part of a holding pursuant to (a) or (b) above, the Registered

Holder has given the Registrar not less than 30 days’ notice at its specified office of the Registered Holder’s

intention to effect such transfer.

The Registered Global Notes will be deposited on or prior to the relevant issue date with, and registered in the

name of a nominee or common nominee for, a depositary or common depositary of Euroclear and Clearstream,

Luxembourg or an Alternative Clearing System.

Restricted Global Certificates

If the applicable Final Terms state that the Notes are to be represented by a permanent Restricted Global

Certificate on issue, transfers of the holding of Notes represented by any Restricted Global Certificate pursuant

to Condition 2(b) may only be made in part:

(a) if DTC notifies the Issuer that it is no longer willing or able to discharge properly its responsibilities as

depositary with respect to that Restricted Global Certificate or DTC ceases to be a “clearing agency”

registered under the Exchange Act or is at any time no longer eligible to act as such, and the Issuer is

unable to locate a qualified successor within 90 days of receiving notice of such ineligibility on the part

of DTC; or

(b) an Event of Default (as defined in the Conditions) has occurred and is continuing; or

(c) with the consent of the Issuer; or

(i) a written order containing instructions and such other information as the Issuer and the

Registrar may require to complete, execute and deliver such individual Certificates; and

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(ii) in the case of a Restricted Global Certificate only, a fully completed, signed certification

substantially to the effect that the exchanging holder is not transferring its interest at the time

of such exchange, or in the case of a simultaneous resale pursuant to Rule 144A, a

certification that the transfer is being made to a qualified institutional buyer in compliance

with the provisions of Rule 144A. Individual Certificates issued pursuant to this paragraph

(ii) shall bear the legends applicable to transfers pursuant to Rule 144A,

provided that, in the case of the first transfer of part of a holding pursuant to (a) and (b) above, the Registered

Holder has given the Registrar not less than 30 days’ notice at its specified office of the Registered Holder’s

intention to effect such transfer. Individual Certificates issued in exchange for a beneficial interest in a

Restricted Global Certificate shall bear the legend applicable to such Notes as set out in “Subscription and

Sale”.

Transfers of Registered Notes

Transfers of interests in Global Certificates within Euroclear, Clearstream, Luxembourg and DTC will be in

accordance with the usual rules and operating procedures of the relevant clearing system. The laws of some

States in the United States require that certain persons take physical delivery in definitive form of securities.

Consequently, the ability to transfer interests in a Restricted Global Certificate to such persons may be limited.

Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants, the ability

of a person having an interest in a Restricted Global Certificate to pledge such interest to persons or entities that

do not participate in DTC, or otherwise take actions in respect of such interest, may be affected by the lack of a

physical certificate in respect of such interest.

Beneficial interests in an Unrestricted Global Certificate may only be held through Euroclear or Clearstream,

Luxembourg. In the case of Registered Notes to be cleared through Euroclear, Clearstream, Luxembourg and/or

DTC, transfers may be made at any time by a holder of an interest in an Unrestricted Global Certificate to a

transferee who wishes to take delivery of such interest through the Restricted Global Certificate for the same

Series of Notes provided that any such transfer made on or prior to the expiration of the Distribution

Compliance Period (as used in “Subscription and Sale”) relating to the Notes represented by such Unrestricted

Global Certificate will only be made upon receipt by the Registrar or any Transfer Agent of a written certificate

from Euroclear or Clearstream, Luxembourg, as the case may be (based on a written certificate from the

transferor of such interest), to the effect that such transfer is being made to a person whom the transferor

reasonably believes is a qualified institutional buyer within the meaning of Rule 144A in a transaction meeting

the requirements of Rule 144A in accordance with any applicable securities law of any State of the United

States or any other jurisdiction. Any such transfer made thereafter of the Notes represented by such

Unrestricted Global Certificate will only be made upon request through Euroclear or Clearstream, Luxembourg

by the holder of an interest in the Unrestricted Global Certificate to the Fiscal Agent of details of that account at

either Euroclear or Clearstream, Luxembourg or DTC to be credited with the relevant interest in the Restricted

Global Certificate.

Transfers at any time by a holder of any interest in the Restricted Global Certificate to a transferee who takes

delivery of such interest through an Unrestricted Global Certificate will only be made upon delivery to the

Registrar or any Transfer Agent of a certificate setting forth compliance with the provisions of Regulation S and

giving details of the account at Euroclear or Clearstream, Luxembourg, as the case may be, and/or DTC to be

credited and debited, respectively, with an interest in the relevant Global Certificates.

Amendments to Conditions

The temporary Global Notes, permanent Global Notes and Global Certificates contain provisions that apply to

the Notes that they represent, some of which modify the effect of the terms and conditions of the Notes set out

in this Prospectus. The following is a summary of certain of those provisions:

(a) Payments

No payment falling due after the Exchange Date will be made on any temporary Global Note unless

exchange for an interest in a permanent Global Note or for Definitive Notes or Registered Notes is

improperly withheld or refused. Payments on any temporary Global Note issued in compliance with

the D Rules before the Exchange Date will only be made against presentation of certification as to non-

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U.S. beneficial ownership that is satisfactory for purposes of the D Rules on a form proscribed

by Euroclear, Clearstream, Luxembourg or any other agreed clearing system.

All payments in respect of Notes represented by a Global Note which is not in NGN form will be made

against presentation for endorsement and, if no further payment falls to be made in respect of the

Notes, surrender of that Global Note to or to the order of the Fiscal Agent or such other Paying Agent

as shall have been notified to the Noteholders for such purpose. In respect of Bearer Notes which are

not in NGN form, a record of each payment so made will be endorsed on each Global Note, which

endorsement will be prima facie evidence that such payment has been made in respect of the Notes.

Conditions 6(h), 6(i) and 7(a)(vi) will apply to Definitive Notes only. In respect of Bearer Notes issued

in NGN form, a record of each payment shall be entered pro rata in the records of Euroclear or

Clearstream, Luxembourg and, upon any such entry being made, the nominal amount of the Notes

recorded in the records of Euroclear or Clearstream, Luxembourg and represented by the Global Note

shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and

cancelled. Payments under Notes issued in NGN form will be made to its holder. Each payment so

made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries in the

records of the relevant clearing system shall not affect such discharge.

The amount of interest payable in respect of each Global Note and Global Certificate shall be the

aggregate of the amounts (determined in accordance with Condition 4(i)) for each Calculation Amount

comprising the outstanding Nominal Amount of the Note in global form, without further rounding.

(b) Prescription

Claims against the Issuer in respect of Notes that are represented by a permanent Global Note or Global

Certificate will become void unless it is presented for payment within a period of two years (in the case

where the relevant Notes are governed by the laws of the Province of Ontario and the federal laws of

Canada applicable therein), ten years (in the case of claims in respect of principal where the relevant

Notes are governed by English law) or five years (in the case of claims in respect of interest where the

relevant Notes are governed by English law) from the appropriate Relevant Date (as defined in

Condition 7).

(c) Meetings

The holder of a Global Note or Global Certificate shall be treated as two persons for the purposes of

any quorum requirements of a meeting of Noteholders and as being entitled to one vote in respect of

each Note represented by the Global Note or Global Certificate.

For so long as the Notes are represented by a Global Note or Global Certificate registered in the name

of a nominee for one or more of Euroclear, Clearstream, Luxembourg, DTC or another clearing system,

then, in respect of any resolution proposed by the Issuer where the terms of the proposed resolution

have been notified to the Noteholders through the relevant clearing system(s), the Issuer shall be

entitled to rely upon approval of such resolution given by way of electronic consents communicated

through the electronic communications systems of the relevant clearing system(s) in accordance with

their operating rules and procedures by or on behalf of the holders of not less than 75 per cent. in

principal amount of the Notes outstanding (“Electronic Consent”). The Issuer shall not be liable or

responsible to anyone for such reliance. A Written Resolution and/or Electronic Consent shall take

effect as an Extraordinary Resolution. A Written Resolution and/or Electronic Consent will be binding

on all Noteholders, whether or not they participated in such Written Resolution and/or Electronic

Consent.

(d) Cancellation

Cancellation of any Note represented by a permanent Global Note that is required by the Conditions to

be cancelled (other than upon its redemption) will be effected by reduction in the Nominal Amount of

the relevant permanent Global Note.

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(e) Purchase

Notes represented by a permanent Global Note may only be purchased by the Issuer if they are

purchased together with the rights to receive all future payments of interest thereon.

(f) Issuer Call Option

Any Issuer Call Option provided for in the applicable Final Terms of any Notes while such Notes are

represented by a permanent Global Note shall be exercised by the Issuer giving notice to the

Noteholders within the time limits set out in and containing the information required by the Conditions

and Final Terms, except that the notice shall not be required to contain the certificate numbers of Notes

drawn by lot in the case of a partial exercise of an Issuer Call Option and accordingly no drawing of

Notes shall be required. In the event that any Issuer Call Option is exercised in respect of some but not

all of the Notes of any Series, the rights of accountholders with a clearing system in respect of the

Notes will be governed by the standard procedures of Euroclear, Clearstream, Luxembourg, DTC or

any other clearing system (as the case may be) and in respect of Notes which are in NGN form this

shall be reflected in the records of Euroclear, Clearstream or Luxembourg as either a pool factor or a

reduction in nominal amount, at their discretion.

(g) Noteholders Put Options

Any Noteholders Put Option provided for in the Conditions of any Notes while such Notes are

represented by a permanent Global Note may be exercised by the holder of the permanent Global Note

giving notice to the Fiscal Agent within the time limits relating to the deposit of Notes with a Paying

Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent,

except that the notice shall not be required to contain the certificate numbers of the Notes in respect of

which the option has been exercised, and stating the principal amount of Notes in respect of which the

Noteholders Put Option is exercised and at the same time, where the permanent Global Note is not in

NGN form, presenting the permanent Global Note to the Fiscal Agent, or to a Paying Agent acting on

behalf of the Fiscal Agent, for notation. Where the Global Note is in NGN form, the Issuer shall

procure that details of such exercise shall be entered pro rata in the records of the relevant clearing

system and the nominal amount of the Notes recorded in those records will be reduced accordingly.

NGN nominal amount

Where the Global Note is a NGN, the Issuer shall procure that any exchange, payment, cancellation, exercise of

any option or any right under the Notes, as the case may be, in addition to the circumstances set out above shall

be entered in the records of the relevant clearing systems and upon any such entry being made, in respect of

payments of principal, the nominal amount of the Notes represented by such Global Note shall be adjusted

accordingly.

Events of Default

Each Global Note provides that the Holder may cause such Global Note, or a portion of it, to become due and

repayable in the circumstances described in Condition 9 by stating in the notice to the Fiscal Agent the Nominal

Amount of such Global Note that is becoming due and repayable. If principal in respect of any Note is not paid

when due, the Holder of a Global Note or Registered Notes represented by a Global Certificate may elect for

direct enforcement rights against the Issuer under the terms of an amended and restated deed of covenant

executed as a deed by CIBC on 7 June 2017 (as amended, restated or replaced as at the Issue Date of the

relevant Notes, the “Deed of Covenant”) to come into effect in relation to the whole or a part of such Global

Note or one or more Global Certificate in favour of the persons entitled to such part of such Global Note or such

Global Certificate, as the case may be, as accountholders with a clearing system. Following any such acquisition

of direct rights, the Global Note or, as the case may be, the Global Certificate and the corresponding entry in the

register kept by the Registrar will become void as to the specified portion or Registered Notes, as the case may

be. However, no such election may be made in respect of Notes represented by a Global Certificate unless the

transfer of the whole or a part of the holding of Notes represented by that Global Certificate shall have been

improperly withheld or refused.

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Notices

So long as any Notes are represented by a Global Note and such Global Note is held on behalf of a clearing

system, notices to the Holders of Notes of that Series may be given by delivery of the relevant notice to that

clearing system for communication by it to entitled accountholders in substitution for publication as required by

the Conditions or by delivery of the relevant notice to the holder of the Global Note except that so long as the

Notes are listed on the London Stock Exchange and the rules of that exchange so require, notices shall also be

published in a leading newspaper having general circulation in London (which is expected to be the Financial

Times).

Integral Multiples in excess of the minimum Specified Denomination

So long as the Notes are represented by a temporary Global Note or permanent Global Note and the relevant

clearing system(s) so permit, the Notes shall be tradeable only in principal amounts of at least the Specified

Denomination (or if more than one Specified Denomination, the lowest Specified Denomination) as provided in

the applicable Final Terms and higher integral multiples of at least 1,000 in the relevant currency as specified in

the applicable Final Terms (the “Integral Amount”), notwithstanding that no Definitive Notes will be issued

with a denomination above the Definitive Amount in such currency. The “Definitive Amount” shall be equal to

two times the lowest Specified Denomination minus the Integral Amount. If a Global Note is exchangeable for

Definitive Notes at the option of the Noteholder, the Notes shall be tradeable only in principal amounts of at

least the Specified Denomination (or if more than one Specified Denomination, the lowest Specified

Denomination).

Upon registration of Registered Notes in the name of any nominee for Euroclear and Clearstream, Luxembourg

and delivery of the relative Global Certificate to the Common Depositary Euroclear or Clearstream,

Luxembourg will credit each subscriber with a nominal amount of Notes equal to the nominal amount thereof

for which it has subscribed and paid. Upon the initial deposit of a Global Certificate in respect of and

registration of Registered Notes in the name of a nominee for DTC and delivery of the relevant Global

Certificate to the custodian for DTC, DTC will credit each participant with a nominal amount of Notes equal to

the nominal amount thereof for which it has subscribed and paid.

Relationship of Accountholders with Clearing Systems

For so long as any Notes are represented by a Global Note or a Global Certificate, the term “Holder” includes a

person that beneficially owns one or more Notes represented thereby for all purposes other than with respect to

payments of principal or interest on the Notes, for which purpose the bearer of the relevant Global Note or the

registered holder of the relevant Global Certificate shall be treated by the Issuer and the Agents as the holder of

such Notes in accordance with and subject to the terms of the relevant Global Note. Each of the persons shown

in the records of Euroclear, Clearstream, Luxembourg, DTC or any other clearing system as the holder of a Note

represented by a Global Note or a Global Certificate must look solely to Euroclear, Clearstream, Luxembourg,

DTC or such other clearing system (as the case may be) for his share of each payment made by the Issuer to the

bearer of such Global Note or the registered holder of such Global Certificate, as the case may be, and in

relation to the exercise of all other rights arising under the Global Notes or Global Certificates, subject to and in

accordance with the respective rules and procedures of Euroclear, Clearstream, Luxembourg, DTC or such

clearing system (as the case may be). Such persons shall have no claim directly against the Issuer in respect of

payments due on the Notes for so long as the Notes are represented by such Global Note or Global Certificate

and such obligations of the Issuer will be discharged by payment to the bearer of such Global Note or the holder

of such Global Certificate, as the case may be, in respect of each amount so paid.

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CLEARING AND SETTLEMENT

Book-Entry Ownership

Bearer Notes

The Issuer may make applications to Euroclear and/or Clearstream, Luxembourg for acceptance in their

respective book-entry systems in respect of any Series of Bearer Notes. In respect of Bearer Notes not in NGN

form, a temporary Global Note and/or a permanent Global Note in bearer form without coupons may be

deposited with a common depositary for Clearstream, Luxembourg and Euroclear, and in respect of Bearer

Notes in NGN form, with a common safekeeper for Euroclear and Clearstream, Luxembourg. Transfers of

interests in such temporary Global Notes or other Global Notes will be made in accordance with the normal

Euromarket debt securities operating procedures of Clearstream, Luxembourg and Euroclear.

Registered Notes

Registered Notes may also be accepted for clearance through the Euroclear and/or Clearstream, Luxembourg

book-entry systems, with such Notes to be represented by an Unrestricted Global Certificate or (in the case of

Rule 144A Notes) a Restricted Global Certificate. Each Unrestricted Global Certificate or (in the case of Rule

144A Notes) Restricted Global Certificate deposited with a nominee for Euroclear and/or Clearstream,

Luxembourg will have an ISIN and a Common Code.

The Issuer and a relevant U.S. agent appointed for such purpose that is an eligible DTC participant may make

application to DTC for acceptance in its book-entry settlement system of the Rule 144A Notes represented by a

Restricted Global Certificate. Each such Restricted Global Certificate will have a CUSIP number. Each

Restricted Global Certificate will be subject to restrictions on transfer contained in a legend appearing on the

front of such Global Certificate, as set out in “Subscription and Sale”. In certain circumstances, as described

below in “Transfers of Registered Notes”, transfers of interests in a Restricted Global Certificate may be made

as a result of which such legend may no longer be required.

In the case of a Tranche of Rule 144A Notes to be cleared through the facilities of DTC, the custodian, with

whom the Restricted Global Certificates are deposited, and DTC will electronically record the nominal amount

of the Rule 144A Notes held within the DTC system. Investors may hold their beneficial interests in a

Restricted Global Certificate directly through DTC if they are participants in the DTC system or indirectly

through organizations which are participants in such system.

Payments of the principal of and interest on each Restricted Global Certificate registered in the name of DTC’s

nominee will be made, if denominated in U.S. dollars in accordance with Conditions 6(b)(i) and 6(b)(ii) and, if

denominated in a Specified Currency other than U.S. dollars, will be made or procured to be made to or to the

order of its nominee as the registered owner of such Restricted Global Certificate. At the present time, there are

limited facilities for the maintenance of non-U.S. dollar denominated accounts in the United States and for the

conversion of foreign currencies into U.S. dollars.

The Issuer expects that the nominee, upon receipt of any such payment, will immediately credit DTC

participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the

nominal amount of the relevant Restricted Global Certificate as shown on the records of DTC or the nominee.

The Issuer also expects that payments by DTC participants to owners of beneficial interests in such Restricted

Global Certificate held through such DTC participants to be governed by standing instructions and customary

practices, as is now the case with securities held for the accounts of customers registered in the names of

nominees for such customers. Such payments will be the responsibility of such DTC participants. None of the

Issuer, any Paying Agent or any Transfer Agent will have any responsibility or liability for any aspect of the

records relating to or payments made on account of ownership interests in the Restricted Global Certificates or

for maintaining, supervising or reviewing any records relating to such ownership interests.

Subject to compliance with the transfer restrictions applicable to the Registered Notes described above and in

“Subscription and Sale”, cross-market transfers between DTC, on the one hand, and directly or indirectly

through Euroclear or Clearstream, Luxembourg accountholders, on the other, will be effected by the relevant

clearing system in accordance with its rules and through action taken by the custodian, the Registrar and the

Fiscal Agent.

86

Cross-market transfers between accountholders in Euroclear or Clearstream, Luxembourg and DTC participants

will need to have an agreed settlement date between the parties to such transfer. Because there is no direct link

between DTC, on the one hand, and Euroclear and Clearstream, Luxembourg, on the other, transfers of interests

in the relevant Global Certificates will be effected through the Fiscal Agent, the custodian and the Registrar

receiving instructions (and, where appropriate, certification) from the transferor and arranging for delivery of

the interests being transferred to the credit of the designated account for the transferee. Transfers will be

effected on the later of (i) three business days after the trade date for the disposal of the interest in the relevant

Global Certificate resulting in such transfer and (ii) two business days after receipt by the Fiscal Agent or the

Registrar, as the case may be, of the necessary certification or information to effect such transfer. In the case of

cross-market transfers, settlement between Euroclear or Clearstream, Luxembourg accountholders and DTC

participants cannot be made on a delivery versus payment basis. The securities will be delivered on a free of

delivery basis and arrangements for payment must be made separately.

For a further description of restrictions on transfer of Registered Notes, see “Subscription and Sale”. DTC has

advised the Issuer that it will take any action permitted to be taken by a holder of Registered Notes (including,

without limitation, the presentation of Restricted Global Certificates for exchange as described above) only at

the direction of one or more participants in whose account with DTC interests in Restricted Global Certificates

are credited and only in respect of such portion of the aggregate nominal amount of the relevant Restricted

Global Certificates as to which such participant or participants has or have given such direction. However, in

the circumstances described above, DTC will surrender the relevant Restricted Global Certificates for exchange

for individual Certificates (which will, in the case of Rule 144A Notes, bear the legend applicable to transfers

pursuant to Rule 144A).

DTC has advised the Issuer as follows: DTC is a limited purpose trust company organized under the laws of the

State of New York, a “banking organization” under the laws of the State of New York, a member of the U.S.

Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial

Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC

was created to hold securities for its participants and facilitate the clearance and settlement of securities

transactions between participants through electronic computerized book-entry changes in accounts of its

participants, thereby eliminating the need for physical movement of certificates. Direct participants include

securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.

Indirect access to DTC is available to others, such as banks, securities brokers, dealers and trust companies that

clear through or maintain a custodial relationship with a DTC direct participant, either directly or indirectly.

Although Euroclear, Clearstream, Luxembourg and DTC have agreed to the foregoing procedures in order to

facilitate transfers of beneficial interests in the Global Certificates among participants and accountholders of

Euroclear, Clearstream, Luxembourg and DTC, they are under no obligation to perform or continue to perform

such procedures, and such procedures may be discontinued at any time. None of the Issuer, any Paying Agent

or any Transfer Agent will have any responsibility for the performance by Euroclear, Clearstream, Luxembourg

or DTC or their respective direct or indirect participants or accountholders of their respective obligations under

the rules and procedures governing their operations.

While a Restricted Global Certificate is lodged with DTC or its custodian, Rule 144A Notes represented by

individual Certificates will not be eligible for clearing or settlement through Euroclear, Clearstream,

Luxembourg or DTC.

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USE OF PROCEEDS

The net proceeds of the issue of each Tranche of Notes will be added to the general funds of the Issuer to be

used for general corporate purposes.

88

CANADIAN IMPERIAL BANK OF COMMERCE

The information appearing below is supplemented by the more detailed information contained in the documents

incorporated by reference. See section entitled “Documents Incorporated by Reference”.

Introduction

CIBC is a diversified financial institution governed by the Bank Act. CIBC was formed through the

amalgamation of The Canadian Bank of Commerce and Imperial Bank of Canada in 1961. The Canadian Bank

of Commerce was originally incorporated as Bank of Canada by special act of the legislature of the Province of

Canada in 1858. Subsequently, the name was changed to The Canadian Bank of Commerce and it opened for

business under that name in 1867. Imperial Bank of Canada was incorporated in 1875 by special act of the

Parliament of Canada and commenced operations in that year. The address of the registered and head office of

CIBC is Commerce Court, 199 Bay St., Toronto, Canada M5L 1A2 and the telephone number is 1-416-980-

3096.

Business

CIBC is a leading Canadian-based global financial institution. As set out in the Bank Act, its corporate purpose

is to act as a financial institution throughout Canada and can carry on business, conduct its affairs and exercise

its powers in any jurisdiction outside Canada to the extent and in the manner that the laws of that jurisdiction

permit. Through its three main business units - Retail and Business Banking, Wealth Management and Capital

Markets - CIBC provides a full range of financial products and services to 11 million individual, small business,

commercial, corporate and institutional clients in Canada and around the world.

Subsidiaries

A list of CIBC’s significant subsidiaries is provided on page 160 of the 2016 Annual Report, which page is

incorporated herein by reference.

Financial Highlights

As extracted from its latest unaudited consolidated financial statements, as at 30 April 2017 CIBC had total

assets of 528.59 billion, total deposits of C$413.13 billion and common shareholders’ equity of C$24.67 billion.

Second Quarter

2017

For the three

months ended 30

April

2016

For the year

ended 31

October

2015

For the year

ended 31

October

Financial results (C$ millions)

Net interest income 2,095 8,366 7,915

Non-interest income 1,603 6,669 5,941

Total revenue 3,698 15,035 13,856

Provision for credit losses 179 1,051 771

Non-interest expenses 2,275 8,971 8,861

Income before income taxes 1,244 5,013 4,224

Income taxes 194 718 634

Net income (loss) attributable to non-controlling

interests

5 20 14

Net income (loss) 1,050 4,295 3,590

89

On-and off- balance sheet information (C$ millions)

Cash, deposits with banks and securities 110,472 101,588 93,619

Loans and acceptances, net of allowance 330,752 319,781 290,981

Total assets 528,591 501,357 463,309

Deposits 413,128 395,647 366,657

Common shareholders’ equity 24,668 22,472 20,360

There are no recent events particular to CIBC that are to a material extent relevant to the evaluation of CIBC’s

solvency.

Board of Directors

The names of the Directors of CIBC (together with details of their principal outside activities), as at the date of

this Prospectus, are set out below. The business address of each of the Directors is Commerce Court, 199 Bay

St., Toronto, Canada M5L 1A2.

Name, Responsibility and Residence Principal Outside Activities

The Honourable John P. Manley, P.C., O.C.

Ottawa, Ontario, Canada

Chair of the Board

CIBC

President and Chief Executive Officer

Business Council of Canada

Brent S. Belzberg

Toronto, Ontario, Canada

Senior Managing Partner

TorQuest Partners

Nanci E. Caldwell

Woodside, California, U.S.A.

Former Executive Vice-President and Chief Marketing

Officer

PeopleSoft, Inc.

Gary F. Colter

Mississauga, Ontario, Canada

President

CRS Inc.

Patrick D. Daniel

Calgary, Alberta, Canada

Past President and Chief Executive Officer

Enbridge Inc.

Luc Desjardins

Toronto, Ontario, Canada

President and Chief Executive Officer

Superior Plus Corp.

Victor G. Dodig

Toronto, Ontario, Canada

President and Chief Executive Officer

CIBC

Linda S. Hasenfratz

Guelph, Ontario, Canada

Chief Executive Officer

Linamar Corporation

Kevin J. Kelly

Toronto, Ontario, Canada

Corporate Director

Christine E. Larsen

Montclair, New Jersey, U.S.A.

Executive Vice-President, Chief Operations Officer

First Data Corporation

Nicholas D. Le Pan

Ottawa, Ontario, Canada

Corporate Director

Jane L. Peverett

West Vancouver, British Columbia, Canada

Corporate Director

Katharine B. Stevenson

Toronto, Ontario, Canada

Corporate Director

90

Martine Turcotte

Verdun, Quebec, Canada

Vice Chair, Quebec

BCE Inc. and Bell Canada

Ronald W. Tysoe

Cincinnati, Ohio, U.S.A.

Corporate Director

Barry L. Zubrow

Far Hills, New Jersey, U.S.A

President

ITB LLC

As at the date of this Prospectus, there are no potential conflicts of interest between the duties owed to CIBC of

the persons listed above and their private interests and other duties. If a Director were to have a material interest

in a matter being considered by the Board or any of its Committees, such Director would not participate in any

discussions relating to, or any vote on, such matter.

Trend Information

There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a

material effect on the Issuer's prospects for its current financial year.

Major Shareholders

To the extent known to CIBC, CIBC is not directly or indirectly owned or controlled by any person. The Bank

Act prohibits any person, or persons acting jointly or in concert, from having a “significant interest” in any class

of shares of CIBC, that is, from beneficially owning more than 10% of the outstanding shares of the class either

directly or through controlled entities, without the approval of the Minister of Finance of Canada. A person may,

with the approval of the Minister of Finance, beneficially own up to 20% of a class of voting share and up to

30% of a class of non-voting share of CIBC, subject to a “fit and proper” test based on the character and

integrity of the applicant. In addition, the holder of such a significant interest could not have “control in fact” of

CIBC.

There are no measures in place to ensure that control of CIBC is not abused as CIBC has no major

shareholders.

Material Contracts

CIBC has not entered into any contracts outside the ordinary course of CIBC’s business which could materially

affect CIBC’s obligations in respect of any Notes issued by CIBC other than, with respect to any Notes, the

contracts described in “Subscription and Sale” and in “Terms and Conditions of the Notes”.

Auditor

Ernst & Young LLP (“E&Y”), Chartered Professional Accountants, Licensed Public Accountants, 100 Adelaide

Street West, PO Box 1, Toronto, Ontario M5H 0B3, Canada issued a report dated 30 November 2016 to the

shareholders of the Issuer on the consolidated balance sheets as at 31 October 2016 and 2015 and the

consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the

years in the three-year period ended 31 October 2016.

E&Y is registered as a participating audit firm with the Canadian Public Accountability Board and is registered

with the Public Company Accounting Oversight Board (U.S.). E&Y is independent of the Issuer within the

meaning of the CPA Code of Professional Conduct of the Chartered Professional Accountants of Ontario

(registered name of the Institute of Chartered Accountants of Ontario).

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Credit Ratings

As of the date of this Prospectus, each of Moody’s Investors Service, Inc. (“Moody’s USA”), Standard & Poor’s

Financial Services LLC (“S&P USA”), Fitch Ratings, Inc. (“Fitch”) and DBRS Limited (“DBRS”) has

provided ratings for CIBC as follows:

MOODY'S

USA

S&P USA FITCH DBRS

SHORT-TERM DEBT P-1 A-1 F1+ R-1 (high)

SENIOR DEBT A1 A+ AA- AA

SUBORDINATED INDEBTEDNESS - NVCC Baa1 BBB A+ A (low)

SUBORDINATED INDEBTEDNESS A3 BBB+ A+ AA (low)

Credit ratings may be adjusted over time and so there is no assurance that these credit ratings will be effective

after the date of this Prospectus. A credit rating is not a recommendation to buy, sell or hold the Notes.

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TAXATION

Canadian Taxation

The following is a summary of the principal Canadian federal income tax considerations generally applicable at

the date hereof to a holder who acquires ownership of a Note pursuant to this Prospectus and who for the

purposes of the Income Tax Act (Canada) (“Tax Act”) and at all relevant times: (a) is neither resident nor

deemed to be resident in Canada; (b) deals at arm’s length with, and is not affiliated with, CIBC, and any

transferee resident (or deemed to be resident) in Canada to whom the holder disposes of the Note; (c) does not

use or hold and is not deemed to use or hold the Note in, or in the course of, carrying on a business in Canada;

(d) is entitled to receive all payments (including any interest and principal) made on the Note, and (e) is not a,

and deals at arm’s length with any, “specified shareholder” of CIBC for purposes of the thin capitalization rules

in the Tax Act (“Non-Resident Holder”). A “specified shareholder” for these purposes generally includes a

person who (either alone or together with persons with whom that person is not dealing at arm’s length for the

purposes of the Tax Act) owns or has the right to acquire or control 25% or more of CIBC’s shares determined

on a votes or fair market value basis. Special rules which apply to non-resident insurers carrying on business in

Canada and elsewhere are not discussed in this summary.

This summary is based upon: (a) the current provisions of the Tax Act and the regulations thereunder

(“Regulations”) in force on the date hereof; (b) all specific proposals to amend the Tax Act or the Regulations

publicly announced prior to the date hereof by, or on behalf of, the Minister of Finance for Canada (“Tax

Proposals”), and (c) the current published assessing practices and administrative policies of the Canada

Revenue Agency (“CRA”) as made publicly available by it prior to the date hereof. This summary assumes that

the Tax Proposals will be enacted as currently proposed, but no assurance can be given that this will be the case.

This summary does not otherwise take into account or anticipate any changes in law or in the practices and

policies of the CRA, whether by legislative, governmental or judicial action or interpretation, nor does it take

into account provincial, territorial or foreign income tax legislation or considerations.

This summary is of a general nature only, is not exhaustive of all Canadian federal income tax

considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any

particular Non-Resident Holder. Non-Resident Holders are advised to consult their own tax advisers

with respect to their particular situations.

Notes

Interest paid or credited or deemed to be paid or credited on a Note issued by CIBC to a Non-Resident Holder

(including any amount paid at maturity in excess of the principal amount and interest deemed to be paid on the

Note in certain cases involving an assignment or other transfer of a Note to a resident or deemed resident of

Canada) will not be subject to Canadian non-resident withholding tax unless such interest (other than on a

“prescribed obligation” as described below) is “participating debt interest” for the purposes of the Tax Act.

Interest paid or credited or deemed to be paid or credited on a Note to a Non-Resident Holder will generally not

be participating debt interest for the purposes of the Tax Act provided that no portion of such interest is

contingent or dependent upon the use of or production from property in Canada or is computed by reference to

revenue, profit, cash flow, commodity price or any other similar criterion or by reference to dividends paid or

payable to shareholders of any class or series of shares of the capital stock of a corporation. A prescribed

obligation is an “indexed debt obligation” (as described below) in respect of which no amount payable is (a)

contingent or dependent upon the use of, or production from, property in Canada, or (b) computed by reference

to: (i) revenue, profit, cash flow, commodity price or any other similar criterion, other than a change in the

purchasing power of money, or (ii) dividends paid or payable to shareholders of any class or series of shares of

the capital stock of a corporation. An indexed debt obligation is a debt obligation the terms of which provide for

an adjustment to an amount payable in respect of the obligation for a period during which the obligation was

outstanding which adjustment is determined by reference to a change in the purchasing power of money.

In the event that a Note is redeemed, cancelled, repurchased or purchased, as the case may be, by CIBC (other

than, in the case of a Subordinated Note, on an Automatic Conversion) or any other resident or deemed resident

of Canada (“Canadian Transferee”) from a Non-Resident Holder, or is otherwise assigned or transferred by a

Non-Resident Holder to a Canadian Transferee, for an amount which exceeds, generally, the issue price thereof,

all or a portion of such excess may be deemed to be interest and may be subject to Canadian non-resident

withholding tax if: (i) all or any portion of such deemed interest is participating debt interest and (ii) in certain

circumstances the Note is not considered to be an “excluded obligation” for the purposes of the Tax Act. A

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Note which is not an indexed debt obligation, that was issued for an amount not less than 97% of the principal

amount (as defined for the purposes of the Tax Act) of the Note, and the yield from which, expressed in terms of

an annual rate (determined in accordance with the Tax Act) on the amount for which the Note was issued does

not exceed 4/3 of the interest stipulated to be payable on the Note, expressed in terms of an annual rate on the

outstanding principal amount from time to time will be an excluded obligation for this purpose.

In the event a Subordinated Note held by a Non-resident Holder is converted to Common Shares on an

Automatic Conversion, the amount (the “Excess Amount”), if any, by which the fair market value of the

Common Shares received on the conversion exceeds the sum of: (i) price for which the Note was issued, and (ii)

any amount that is paid in respect of accrued and unpaid interest at the time of the conversion (the “Conversion

Interest”), may be deemed to be interest paid to the Non-resident Holder. There is a risk that the Excess

Amount (if any) and the Conversion Interest may be characterized as participating debt interest and therefore be

subject to Canadian non-resident withholding tax unless certain exceptions apply. No advance tax ruling has

been sought or obtained from CRA and Non-resident Holders of Subordinated Notes should consult their own

tax advisers in this regard.

If applicable, the normal rate of Canadian non-resident withholding tax is 25% but such rate may be reduced

under the terms of an applicable income tax treaty.

If a subsidiary or affiliate of CIBC that is a resident of Canada or carries on business in Canada for purposes of

the Tax Act were to be substituted in the place of the Issuer, interest paid or credited, or deemed to be paid or

credited, by such subsidiary or affiliate on a Note to a Non-resident Holder with whom such subsidiary or

affiliate deals at arm’s length will not be subject to Canadian non-resident withholding tax to the extent such

interest would be free of Canadian non-resident withholding tax, as discussed above, if references to CIBC in

the discussion above were instead references to the relevant subsidiary or affiliate.

Generally, there are no other Canadian federal income taxes that would be payable by a Non-Resident Holder as

a result of holding or disposing of a Note (including for greater certainty, any gain realized by a Non-Resident

Holder on a disposition of a Note).

Common Shares Acquired on an Automatic Conversion

Dividends

Dividends paid or credited or deemed to be paid or credited to a Non-resident Holder on any Common Shares

will be subject to Canadian non-resident withholding tax of 25% but such rate may be reduced under the terms

of an applicable income tax treaty.

Dispositions

A Non-resident Holder will not be subject to tax under the Tax Act on any gain realized on a disposition or

deemed disposition of any Common Shares unless the Common Shares constitute “taxable Canadian property”

to the Non-resident Holder for purposes of the Tax Act at the time of their disposition, and such Non-resident

Holder is not entitled to relief pursuant to the provisions of an applicable income tax treaty.

Generally, the Common Shares will not constitute taxable Canadian property to a Non-resident Holder provided

that they are listed on a designated stock exchange (which includes the TSX) at the time of the disposition,

unless, at any particular time during the 60-month period that ends at that time the following conditions are met

concurrently: (i) one or any combination of (a) the Non-resident Holder, (b) persons with whom the Non-

resident Holder did not deal at arm’s length, or (c) partnerships in which the Non-resident Holder or a person

described in (b) holds a membership interest directly or indirectly through one or more partnerships, owned 25%

or more of the issued shares of any class or series of the Bank’s share capital and (ii) more than 50% of the fair

market value of the Common Shares of CIBC was derived directly or indirectly from one or any combination of

(a) real or immovable property situated in Canada, (b) Canadian resource property (as defined in the Tax Act),

(c) timber resource property (as defined in the Tax Act), and (d) an option, an interest or right in any of the

foregoing property, whether or not such property exists. Notwithstanding the foregoing, a Common Share may

deemed to be “taxable Canadian property” in certain other circumstances. Non-resident Holders whose

Common Shares acquired on Automatic Conversion may constitute taxable Canadian property should consult

their own tax advisers with respect their particular circumstances.

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United Kingdom

The following is a summary of the United Kingdom withholding taxation treatment at the date hereof in relation

to payments of principal and interest in respect of the Notes. It is based on current law and the practice of H.M.

Revenue and Customs, which may be subject to change, sometimes with retrospective effect. The comments do

not deal with other United Kingdom tax aspects of acquiring, holding or disposing of Notes. The comments

relate only to the position of persons who are absolute beneficial owners of the Notes. Prospective Noteholders

should be aware that the particular terms of issue of any series of Notes as specified in the relevant Final Terms

may affect the tax treatment of that and other series of Notes. The following is a general guide for information

purposes and should be treated with appropriate caution. It is not intended as tax advice and it does not purport

to describe all of the tax considerations that may be relevant to a prospective purchaser. Noteholders who are in

any doubt as to their tax position should consult their professional advisers. Noteholders who may be liable to

taxation in jurisdictions other than the United Kingdom in respect of their acquisition, holding or disposal of the

Notes are particularly advised to consult their professional advisers as to whether they are so liable (and if so

under the laws of which jurisdictions), since the following comments relate only to certain United Kingdom

taxation aspects of payments in respect of the Notes. In particular, Noteholders should be aware that they may

be liable to taxation under the laws of other jurisdictions in relation to payments in respect of the Notes even if

such payments may be made without withholding or deduction for or on account of taxation under the laws of

the United Kingdom.

a) Notes issued by a United Kingdom branch of CIBC (“UK Notes”)

(i) In the case of UK Notes with a maturity date of less than one year from the date of issue

(provided the borrowing under such Notes at no time forms part of a borrowing which is

intended to have a total term of one year or more) interest may be paid without withholding

for or on account of United Kingdom income tax. Interest on UK Notes with a maturity of one

year or more from the date of issue (or forming part of such borrowing as is mentioned above)

is referred to below as “yearly interest”.

(ii) Provided that the UK Notes are, and continue to be, listed on a recognized stock exchange

within the meaning of section 1005 Income Tax Act 2007 (“ITA”) payments of yearly interest

may be made without withholding or deduction for or on account of United Kingdom income

tax (section 882 ITA). The Issuer’s understanding of current HM Revenue & Customs practice

is that the Luxembourg Stock Exchange’s Euro MTF market is a recognized stock exchange

for this purpose.

(iii) Provided that the United Kingdom branch of CIBC (“CIBC UK Branch”) continues to be a

bank within the meaning of section 991 of ITA, and provided that the interest on the UK

Notes is paid in the ordinary course of its business within the meaning of section 878 of ITA,

CIBC UK Branch will be entitled to make payments of interest without withholding or

deduction for or on account of United Kingdom income tax.

(iv) In accordance with H.M. Revenue & Custom's Statement of Practice 4/96, such payments will

be accepted as being made by the Issuer in the ordinary course of its business unless either:

a) the borrowing in question conforms to any of the definitions of additional tier 1, or tier 2

capital adopted by the Prudential Regulation Authority of the Bank of England ("PRA")

whether or not it actually counts towards additional tier 1, or tier 2 capital for regulatory

purposes; or

b) the characteristics of the transaction giving rise to the interest are primarily attributable to an

intention to avoid United Kingdom tax.

In the technical note published in December 2013 in connection with the introduction of the

exemption for regulatory capital securities, H.M. Revenue & Custom announced that

Statement of Practice 4/96 will be withdrawn in due course and guidance will be issued

reflecting H.M. Revenue & Custom's view on certain matters referenced therein.

(v) If none of the above paragraphs apply, interest on UK Notes will generally be paid under

deduction of United Kingdom income tax at the basic rate (currently 20 per cent.) subject to

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the availability of other reliefs or to any direction to the contrary from HM Revenue &

Customs in respect of such relief as may be available pursuant to the provisions of any

applicable double taxation treaty.

(vi) Where UK Notes are issued at a discount, any discount element should generally not be

subject to United Kingdom withholding tax. Where UK Notes are issued with a redemption

premium, such premium may constitute a payment of interest and the United Kingdom

withholding tax position would then be as described in the paragraphs above.

(vii) Any payments made under the Deed of Covenant may not qualify for the exemptions from

UK withholding tax described above.

(viii) Where interest has been paid under deduction of United Kingdom income tax, Noteholders

who are not resident in the United Kingdom may be able to recover all or part of the tax

deducted if there is an appropriate provision in any applicable double taxation treaty.

(ix) The references to "interest" above mean "interest" as understood in United Kingdom tax

law. The statements above do not take any account of any different definitions of "interest" or

"principal" which may prevail under any other law or which may be created by the terms and

conditions of the Notes or any related documentation. Noteholders should seek their own

professional advice as regards the withholding tax treatment of any payment on the Notes

which does not constitute "interest" or "principal" as those terms are understood in United

Kingdom tax law. Where a payment on a Note does not constitute (or is not treated as)

interest for United Kingdom tax purposes, and the payment has a United Kingdom source, it

would potentially be subject to United Kingdom withholding tax if, for example, it constitutes

(or is treated as) an annual payment or a manufactured payment for United Kingdom tax

purposes (which will be determined by, amongst other things, the terms and conditions

specified by the Final Terms of the Note). In such a case, the payment may fall to be made

under deduction of United Kingdom tax (the rate of withholding depending on the nature of

the payment), subject to such relief as may be available following a direction from H.M.

Revenue & Customs pursuant to the provisions of any applicable double taxation treaty, or to

any other exemption which may apply.

The above description of the United Kingdom withholding tax position assumes that there will be no

substitution of an issuer pursuant to Condition 11(c) of the Notes and does not consider the consequences of any

such substitution.

b) All Notes

Persons in the United Kingdom (i) paying interest to or receiving interest on behalf of another person,

or (ii) paying amounts due on redemption of any Notes which constitute deeply discounted securities as

defined in Chapter 8 of Part 4 of the Income Tax (Trading and Other Income) Act 2005 to or receiving

such amounts on behalf of another person may be required to provide certain information to HM

Revenue & Customs regarding the identity of the payee or person entitled to the interest and, in certain

circumstances, such information may be exchanged with tax authorities in other countries.

The Proposed Financial Transaction Tax (“FTT”)

On 14 February 2013, the European Commission published a proposal (the "Commission’s Proposal") for a

Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal,

Slovenia and Slovakia (the "participating Member States"). However, Estonia has since stated that it will not

participate.

The Commission’s Proposal has very broad scope and could, if introduced, apply to certain dealings in the

Notes (including secondary market transactions) in certain circumstances.

Under the Commission’s Proposal the FTT could apply in certain circumstances to persons both within and

outside of the participating Member States. Generally, it would apply to certain dealings in the Notes where at

least one party is a financial institution, and at least one party is established in a participating Member State. A

financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range

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of circumstances, including (a) by transacting with a person established in a participating Member State or (b)

where the financial instrument which is subject to the dealings is issued in a participating Member State.

However, the FTT proposal remains subject to negotiation between participating Member States. It may

therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member

States may decide to participate.

Prospective Noteholders are advised to seek their own professional advice in relation to the FTT.

United States

The Issuer does not expect to issue any Notes out of its U.S. Branch. In the event it does so, additional U.S. tax

considerations will be described in a Drawdown Prospectus prepared in relation to any such Notes. The

discussion below assumes that the Notes will be treated as debt for U.S. federal income tax purposes and issued

through a non-U.S. branch of the Issuer.

This summary does not address the material U.S. federal income tax consequences of every type of Note which

may be issued under the Programme. This summary deals only with purchasers of Notes that are U.S. Holders

and that will hold the Notes as capital assets within the meaning of section 1221 of the U.S. Internal Revenue

Code of 1986, as amended (the “Code”). The discussion does not cover all aspects of U.S. federal income

taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, the

acquisition, ownership or disposition of Notes by particular investors, and does not address state, local, non-U.S.

or other tax laws. This summary also does not address the Medicare contribution tax applicable to the ‘net

investment income’ of certain U.S. Holders. This summary does not discuss all of the tax considerations that

may be relevant to certain types of investors subject to special treatment under the U.S. federal income tax laws

(such as banks, financial institutions, insurance companies, investors subject to the alternative minimum tax,

individual retirement accounts and other tax-deferred accounts, tax-exempt organizations, traders in securities

that elect to use a mark-to-market method of accounting for their securities holdings, U.S. expatriates, dealers in

securities or currencies, investors that will hold the Notes as part of straddles, constructive sales, hedging

transactions or conversion transactions for U.S. federal income tax purposes or investors whose functional

currency is not the U.S. dollar). This summary deals only with Notes with a term of 30 years or less. The U.S.

federal income tax consequences of owning Notes with a term of more than 30 years will be discussed in a

Drawdown Prospectus prepared in relation to such Notes.

If a partnership, or other entity (or arrangement) taxable as a partnership for U.S. federal income tax purposes,

holds a Note, the tax treatment of a partner will generally depend on the status of the partner and the activities of

the partnership. Partnerships holding the Notes or persons who hold the Notes through a partnership or similar

pass-through entity should consult their tax advisers regarding the U.S. federal income tax consequences to them

of holding the Notes.

As used herein, the term “U.S. Holder” means a beneficial owner of Notes that is (i) a citizen or resident of the

United States for U.S. federal income tax purposes, (ii) a corporation, or other entity treated as a corporation,

created or organized under the laws of the United States or any State thereof or the District of Columbia, (iii) an

estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust if a

court within the United States is able to exercise primary supervision over the administration of the trust and one

or more U.S. persons have the authority to control all substantial decisions of the trust or the trust has elected to

be treated as a domestic trust for U.S. federal income tax purposes.

The summary is based on the tax laws of the United States including the Code, its legislative history, existing

and proposed regulations thereunder, published rulings and court decisions, all as currently in effect and all

subject to change at any time, possibly with retroactive effect.

Bearer Notes (including Exchangeable Bearer Notes while in bearer form) are not being offered to U.S. Holders.

A U.S. Holder who owns a Bearer Note may be subject to limitations under U.S. income tax laws, including the

limitations provided in sections 165(j) and 1287(a) of the Code.

Characterization of Subordinated Notes for U.S. federal income tax purposes

There is no authority that addresses the U.S. federal income tax treatment of instruments such as the

Subordinated Notes that are in form subordinated debt but that provide for Automatic Conversion on a Non-

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Viability Trigger Event and are otherwise subordinate to all claims of senior creditors (including CIBC’s

depositors and general unsubordinated creditors and obligations of CIBC that are preferred under law).

Although the matter is not free from doubt, CIBC intends to consider the Subordinated Notes as debt for U.S.

federal income tax purposes.

However, there can be no assurance that the U.S. Internal Revenue Service (the “IRS”) will not assert that the

Subordinated Notes should not be treated as debt, but rather should be treated as equity (or some other alternate

tax treatment), which could result in materially different and potentially materially more adverse tax

consequences to holders of the Subordinated Notes. Except as discussed under “—Tax Consequences if the

Subordinated Notes are Treated as Equity” below, the discussion below assumes that the Notes, including any

Subordinated Notes will be treated as debt of CIBC. Due to the lack of authority, however, holders are urged to

consult their own tax advisors regarding the appropriate characterization of the Subordinated Notes and the tax

consequences to them if the IRS were to successfully assert a characterization that differs from CIBC’s

treatment of the Subordinated Notes as debt for U.S. federal income tax purposes.

U.S. Holders

The following is a summary of certain material U.S. federal income tax consequences of the acquisition,

ownership and disposition of Notes by a U.S. Holder.

1. Payments of Interest

1.1 General

Interest on a Note, whether payable in U.S. dollars or a currency or basket of currencies other than U.S. dollars

(a “foreign currency”), other than interest on a “Discount Note” that is not “qualified stated interest” (each as

defined below under “— Original Issue Discount”), will be taxable to a U.S. Holder as ordinary income at the

time it is received or accrued, depending on the holder’s method of accounting for tax purposes. Interest paid by

the Issuer on the Notes and OID, if any, accrued with respect to the Notes (as described below under “—

Original Issue Discount”) will constitute income from sources outside the United States.

Subject to certain conditions and limitations, foreign taxes, if any, withheld on interest payments may be treated

as foreign taxes eligible for credit against a holder’s U.S. federal income tax liability. The limitation on foreign

taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific “baskets” of income.

Interest on the Notes generally will constitute “passive category income”, or, in the case of certain U.S. Holders,

“general category income”. As an alternative to the foreign tax credit, a U.S. Holder may elect to deduct such

taxes (the election would then apply to all foreign income taxes such U.S. Holder paid in that taxable year). The

rules governing the foreign tax credit are complex. Prospective purchasers are urged to consult their tax

advisers regarding the availability of the foreign tax credit under their particular circumstances.

1.2 Foreign Currency Denominated Interest

If an interest payment is denominated in, or determined by reference to, a foreign currency, the amount of

income recognized by a cash basis U.S. Holder will be the U.S. dollar value of the interest payment, based on

the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into

U.S. dollars.

An accrual basis U.S. Holder may determine the amount of income recognized with respect to an interest

payment denominated in, or determined by reference to, a foreign currency in accordance with either of two

methods. Under the first method, the amount of income accrued will be based on the average exchange rate in

effect during the interest accrual period (or, with respect to an accrual period that spans two taxable years of a

U.S. Holder, the part of the period within each taxable year). The average exchange rate for an interest accrual

period is generally the simple average of the exchange rates for each business day of the period.

Under the second method, the U.S. Holder may elect to determine the amount of income accrued on the basis of

the exchange rate in effect on the last day of the accrual period or, in the case of an accrual period that spans two

taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year.

Additionally, if a payment of interest is actually received within five business days of the last day of the accrual

period, an electing accrual basis U.S. Holder may instead translate the accrued interest into U.S. dollars at the

exchange rate in effect on the day of actual receipt. Any such election will apply to all debt instruments held by

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the U.S. Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by

the U.S. Holder, and will be irrevocable without the consent of the IRS.

Upon receipt of the interest payment (including a payment attributable to accrued but unpaid interest upon the

sale or retirement of a Note) denominated in, or determined by reference to, a foreign currency, the U.S. Holder

will recognize U.S. source ordinary income or loss measured by the difference between the exchange rate used

to accrue interest income pursuant to one of the two above methods and the exchange rate in effect on the date

of receipt, regardless of whether the payment is in fact converted into U.S. dollars.

2. Original Issue Discount

The following is a summary of the principal U.S. federal income tax consequences of the ownership of Notes

issued with original issue discount (“OID”). The following summary does not discuss Notes that are

characterized as contingent payment debt instruments for U.S. federal income tax purposes. In the event the

Issuer issues contingent payment debt instruments, a Drawdown prospectus will be prepared to describe the

material U.S. federal income tax consequences thereof.

A Note, other than a Note with a term of one year or less (a “Short-Term Note”), will be treated as issued with

OID (a “Discount Note”) if the excess of the Note’s “stated redemption price at maturity” over its issue price is

equal to or greater than a de minimis amount (0.25% of the Note’s stated redemption price at maturity multiplied

by the number of complete years to its maturity). An obligation that provides for the payment of amounts other

than qualified stated interest before maturity (an “instalment obligation”) will be treated as a Discount Note if

the excess of the Note’s stated redemption price at maturity over its issue price is, equal to or greater than 0.25%

of the Note’s stated redemption price at maturity multiplied by the weighted average maturity of the Note. A

Note’s weighted average maturity is the sum of the following amounts determined for each payment on a Note

(other than a payment of qualified stated interest): (i) the number of complete years from the issue date until the

payment is made multiplied by (ii) a fraction, the numerator of which is the amount of the payment and the

denominator of which is the Note’s stated redemption price at maturity. Generally, the issue price of a Note will

be the first price at which a substantial amount of Notes included in the issue of which the Note is a part is sold

to the public. The stated redemption price at maturity of a Note is the total of all payments provided by the Note

that are not payments of “qualified stated interest”. A qualified stated interest payment is generally any one of a

series of stated interest payments on a Note that are unconditionally payable at least annually at a single fixed

rate (with certain exceptions for lower rates paid during some periods), or a variable rate (in the circumstances

described below under “Variable Interest Rate Notes”), applied to the outstanding principal amount of the Note.

Solely for the purposes of determining whether a Note has OID, the Issuer will be deemed to exercise any call

option that has the effect of decreasing the yield on the Note, and the U.S. Holder will be deemed to exercise

any put option that has the effect of increasing the yield on the Note.

U.S. Holders of Discount Notes must include OID in income calculated on a constant-yield method before the

receipt of cash attributable to the income, and generally will have to include in income increasingly greater

amounts of OID over the life of the Discount Notes. The amount of OID includible in income by a U.S. Holder

of a Discount Note is the sum of the daily portions of OID with respect to the Discount Note for each day during

the taxable year or portion of the taxable year on which the U.S. Holder holds the Discount Note (“accrued

OID”). The daily portion is determined by allocating to each day in any “accrual period” a pro rata portion of

the OID allocable to that accrual period. Accrual periods with respect to a Note may be of any length selected

by the U.S. Holder and may vary in length over the term of the Note as long as (i) no accrual period is longer

than one year and (ii) each scheduled payment of interest or principal on the Note occurs on either the final or

first day of an accrual period. Under the constant yield method, the amount of OID allocable to an accrual

period equals the excess of (a) the product of the Discount Note’s adjusted issue price at the beginning of the

accrual period and the Discount Note’s yield to maturity (determined on the basis of compounding at the close

of each accrual period and properly adjusted for the length of the accrual period) over (b) the sum of the

payments of qualified stated interest on the Note allocable to the accrual period. The “adjusted issue price” of a

Discount Note at the beginning of any accrual period is the issue price of the Note increased by (x) the amount

of accrued OID for each prior accrual period and decreased by (y) the amount of any payments previously made

on the Note that were not qualified stated interest payments.

OID for any accrual period on a Discount Note that is denominated in, or determined by reference to, a foreign

currency will be determined in the foreign currency and then translated into U.S. dollars in the same manner as

stated interest accrued by an accrual basis U.S. Holder, as described above under “—Payments of Interest”.

Upon receipt of an amount attributable to OID (whether in connection with a payment of interest or the sale or

retirement of a Note), a U.S. Holder may recognize exchange gain or loss, which will be ordinary income or loss

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measured by the difference between the amount received (translated into U.S. dollars at the exchange rate on the

date of receipt) and the amount previously accrued.

3. Acquisition Premium

A U.S. Holder that purchases a Discount Note for an amount less than or equal to the sum of all amounts

payable on the Note after the purchase date, other than payments of qualified stated interest, but in excess of its

adjusted issue price (any such excess being “acquisition premium”) and that does not make the election

described below under “—Election to Treat All Interest as Original Issue Discount”, is permitted to reduce the

daily portions of OID by a fraction, the numerator of which is the excess of the U.S. Holder’s adjusted basis in

the Note immediately after its purchase over the Note’s adjusted issue price, and the denominator of which is the

excess of the sum of all amounts payable on the Note after the purchase date, other than payments of qualified

stated interest, over the Note’s adjusted issue price.

4. Market Discount

A Note, other than a Short-Term Note, generally will be treated as purchased at a market discount (a “Market

Discount Note”) if the Note’s stated redemption price at maturity or, in the case of a Discount Note, the Note’s

“revised issue price”, exceeds the amount for which the U.S. Holder purchased the Note by at least 0.25% of the

Note’s stated redemption price at maturity or revised issue price, respectively, multiplied by the number of

complete remaining years to the Note’s maturity (or, in the case of a Note that is an instalment obligation, the

Note’s weighted average remaining maturity). If this excess is not sufficient to cause the Note to be a Market

Discount Note, then the excess constitutes “de minimis market discount”. For this purpose, the “revised issue

price” of a Note generally equals its issue price, increased by the amount of any OID that has accrued on the

Note and decreased by the amount of any payments previously made on the Note that were not qualified stated

interest payments.

Under current law, any gain recognized on the maturity or disposition of a Market Discount Note (including any

payment on a Note that is not qualified stated interest) will be treated as ordinary income to the extent that the

gain does not exceed the accrued market discount on the Note. Alternatively, a U.S. Holder of a Market

Discount Note may elect to include market discount in income currently over the life of the Note. This election

will apply to all debt instruments with market discount acquired by the electing U.S. Holder on or after the first

day of the first taxable year to which the election applies. This election may not be revoked without the consent

of the IRS. A U.S. Holder of a Market Discount Note that does not elect to include market discount in income

currently will generally be required to defer deductions for interest on borrowings incurred to purchase or carry

a Market Discount Note that is in excess of the interest and OID on the Note includible in the U.S. Holder’s

income, to the extent that this excess interest expense does not exceed the portion of the market discount

allocable to the days on which the Market Discount Note was held by the U.S. Holder.

Under current law, market discount will accrue on a straight-line basis unless the U.S. Holder elects to accrue

the market discount on a constant-yield method. This election applies only to the Note with respect to which it

is made and is irrevocable.

Market Discount on a Note that is denominated in, or determined by reference to, a foreign currency will be

accrued by a U.S. Holder in the foreign currency. If the U.S. Holder elects to include market discount in income

currently, the accrued market discount will be translated into U.S. dollars at the average exchange rate for the

accrual period (or portion thereof within the U.S. Holder’s taxable year). Upon the receipt of an amount

attributable to accrued market discount, the U.S. Holder will recognize ordinary income or loss measured in the

same manner as for accrued qualified stated interest or OID. A U.S. Holder that does not make this election will

recognize, upon the disposition or maturity of the Note, the U.S. dollar value of the amount accrued, calculated

at the exchange rate in effect on that date, and no part of this accrued market discount will be treated as

exchange gain or loss.

5. Election to Treat All Interest as Original Issue Discount

A U.S. Holder may elect to include in gross income all interest that accrues on a Note using the constant-yield

method described above under “—Original Issue Discount”, with certain limitations. For purposes of this

election, interest includes stated interest, OID, de minimis OID, market discount, de minimis market discount

and unstated interest, as adjusted by any amortizable bond premium (described below under “—Notes

Purchased at a Premium”) or acquisition premium. In applying the constant yield method to a Note with respect

to which an election is made, the Note’s issue price will equal the U.S. Holder’s adjusted basis in the Note

immediately after the acquisition and no payments on the Note will be treated as payments of qualified stated

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interest. This election will generally apply only to the Note with respect to which it is made and may not be

revoked without the consent of the IRS. If the election to apply the constant-yield method to all interest on a

Note is made with respect to a Market Discount Note, the electing U.S. Holder will be treated as having made

the election discussed above under “—Market Discount” to include market discount in income currently over

the life of all debt instruments with market discount held or thereafter acquired by the U.S. Holder. U.S.

Holders should consult their tax advisers concerning the propriety and consequences of this election.

6. Variable Interest Rate Notes

Notes that provide for interest at variable or floating rates (“Variable Interest Rate Notes”) generally will bear

interest at a “qualified floating rate” and thus will be treated as “variable rate debt instruments” under U.S.

Treasury regulations governing accrual of OID. A Variable Interest Rate Note will qualify as a “variable rate

debt instrument” if (a) its issue price does not exceed the total non-contingent principal payments due under the

Variable Interest Rate Note by more than a specified de minimis amount and (b) it provides for stated interest,

paid or compounded at least annually, at (i) one or more qualified floating rates, (ii) a single fixed rate and one

or more qualified floating rates, (iii) a single objective rate, or (iv) a single fixed rate and a single objective rate

that is a qualified inverse floating rate, and (c) it does not provide for any principal payments that are contingent

(other than as described in (a) above).

A “qualified floating rate” is any variable rate where variations in the value of the rate can reasonably be

expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which

the Variable Interest Rate Note is denominated. A fixed multiple of a qualified floating rate will constitute a

qualified floating rate only if the multiple is greater than 0.65 but not more than 1.35. A variable rate equal to

the product of a qualified floating rate and a fixed multiple that is greater than 0.65 but not more than 1.35,

increased or decreased by a fixed rate, will also constitute a qualified floating rate. In addition, two or more

qualified floating rates that can reasonably be expected to have approximately the same values throughout the

term of the Variable Interest Rate Note (e.g., two or more qualified floating rates with values within 25 basis

points of each other as determined on the Variable Interest Rate Note’s issue date) will be treated as a single

qualified floating rate. Notwithstanding the foregoing, a variable rate that would otherwise constitute a qualified

floating rate but which is subject to one or more restrictions such as a maximum numerical limitation (i.e., a

cap) or a minimum numerical limitation (i.e., a floor) may, under certain circumstances, fail to be treated as a

qualified floating rate unless the cap or floor is fixed throughout the term of the Note.

An “objective rate” is a rate that is not itself a qualified floating rate but which is determined using a single

fixed formula and which is based on objective financial or economic information (e.g., one or more qualified

floating rates or the yield of actively traded personal property). A rate will not qualify as an objective rate if it is

based on information that is within the control of the Issuer (or a related party) or that is unique to the

circumstances of the Issuer (or a related party), such as dividends, profits or the value of the Issuer’s stock

(although a rate does not fail to be an objective rate merely because it is based on the credit quality of the

Issuer). Other variable interest rates may be treated as objective rates if so designated by the IRS in the future.

Despite the foregoing, a variable rate of interest on a Variable Interest Rate Note will not constitute an objective

rate if it is reasonably expected that the average value of the rate during the first half of the Variable Interest

Rate Note’s term will be either significantly less than or significantly greater than the average value of the rate

during the final half of the Variable Interest Rate Note’s term. A “qualified inverse floating rate” is any

objective rate where the rate is equal to a fixed rate minus a qualified floating rate, as long as variations in the

rate can reasonably be expected to inversely reflect contemporaneous variations in the qualified floating rate. If

a Variable Interest Rate Note provides for stated interest at a fixed rate for an initial period of one year or less

followed by a variable rate that is either a qualified floating rate or an objective rate for a subsequent period and

if the variable rate on the Variable Interest Rate Note’s issue date is intended to approximate the fixed rate (e.g.,

the value of the variable rate on the issue date does not differ from the value of the fixed rate by more than 25

basis points), then the fixed rate and the variable rate together will constitute either a single qualified floating

rate or objective rate, as the case may be.

A qualified floating rate or objective rate in effect at any time during the term of the instrument must be set at a

“current value” of that rate. A “current value” of a rate is the value of the rate on any day that is no earlier than

three months prior to the first day on which that value is in effect and no later than one year following that first

day.

If a Variable Interest Rate Note that provides for stated interest at either a single qualified floating rate or a

single objective rate throughout the term thereof qualifies as a “variable rate debt instrument”, then any stated

interest on the Note which is unconditionally payable in cash or property (other than debt instruments of the

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Issuer) at least annually will constitute qualified stated interest and will be taxed accordingly. Thus, a Variable

Interest Rate Note that provides for stated interest at either a single qualified floating rate or a single objective

rate throughout the term thereof and that qualifies as a “variable rate debt instrument” will generally not be

treated as having been issued with OID unless the Variable Interest Rate Note is issued at a “true” discount (i.e.,

at a price below the Note’s stated principal amount) in excess of a specified de minimis amount. OID on a

Variable Interest Rate Note arising from “true” discount is allocated to an accrual period using the constant yield

method described above by assuming that the variable rate is a fixed rate equal to (i) in the case of a qualified

floating rate or qualified inverse floating rate, the value, as of the issue date, of the qualified floating rate or

qualified inverse floating rate, or (ii) in the case of an objective rate (other than a qualified inverse floating rate),

a fixed rate that reflects the yield that is reasonably expected for the Variable Interest Rate Note.

In general, any other Variable Interest Rate Note that qualifies as a “variable rate debt instrument” will be

converted into an “equivalent” fixed rate debt instrument for purposes of determining the amount and accrual of

OID and qualified stated interest on the Variable Interest Rate Note. Such a Variable Interest Rate Note must be

converted into an “equivalent” fixed rate debt instrument by substituting any qualified floating rate or qualified

inverse floating rate provided for under the terms of the Variable Interest Rate Note with a fixed rate equal to

the value of the qualified floating rate or qualified inverse floating rate, as the case may be, as of the Variable

Interest Rate Note’s issue date. Any objective rate (other than a qualified inverse floating rate) provided for

under the terms of the Variable Interest Rate Note is converted into a fixed rate that reflects the yield that is

reasonably expected for the Variable Interest Rate Note. In the case of a Variable Interest Rate Note that

qualifies as a “variable rate debt instrument” and provides for stated interest at a fixed rate in addition to either

one or more qualified floating rates or a qualified inverse floating rate, the fixed rate is initially converted into a

qualified floating rate (or a qualified inverse floating rate, if the Variable Interest Rate Note provides for a

qualified inverse floating rate). Under these circumstances, the qualified floating rate or qualified inverse

floating rate that replaces the fixed rate must be such that the fair market value of the Variable Interest Rate

Note as of the Variable Interest Rate Note’s issue date is approximately the same as the fair market value of an

otherwise identical debt instrument that provides for either the qualified floating rate or qualified inverse

floating rate rather than the fixed rate. Subsequent to converting the fixed rate into either a qualified floating

rate or a qualified inverse floating rate, the Variable Interest Rate Note is converted into an “equivalent” fixed

rate debt instrument in the manner described above.

Once the Variable Interest Rate Note is converted into an “equivalent” fixed rate debt instrument pursuant to the

foregoing rules, the amount of OID and qualified stated interest, if any, are determined for the “equivalent”

fixed rate debt instrument by applying the general OID rules to the “equivalent” fixed rate debt instrument and a

U.S. Holder of the Variable Interest Rate Note will account for the OID and qualified stated interest as if the

U.S. Holder held the “equivalent” fixed rate debt instrument. In each accrual period, appropriate adjustments

will be made to the amount of qualified stated interest or OID assumed to have been accrued or paid with

respect to the “equivalent” fixed rate debt instrument in the event that these amounts differ from the actual

amount of interest accrued or paid on the Variable Interest Rate Note during the accrual period.

If a Variable Interest Rate Note, such as a Note the payments on which are determined by reference to an index,

does not qualify as a “variable rate debt instrument”, then the Variable Interest Rate Note may be treated as a

contingent payment debt obligation.

7. Short-Term Notes

In general, an individual or other cash basis U.S. Holder of a Short-Term Note is not required to accrue OID (as

specially defined below for the purposes of this paragraph) for U.S. federal income tax purposes unless it elects

to do so (but may be required to include any stated interest in income as the interest is received). Accrual basis

U.S. Holders and certain other U.S. Holders are required to accrue OID on Short-Term Notes on a straight-line

basis or, if the U.S. Holder so elects, under the constant-yield method (based on daily compounding). In the

case of a U.S. Holder not required and not electing to include OID in income currently, any gain realized on the

sale or retirement of the Short-Term Note will be ordinary income to the extent of the OID accrued on a

straight-line basis (unless an election is made to accrue the OID under the constant-yield method) through the

date of sale or retirement. U.S. Holders who are not required and do not elect to accrue OID on Short-Term

Notes will be required to defer deductions for interest on borrowings allocable to Short-Term Notes in an

amount not exceeding the deferred income until the deferred income (including acquisition discount) is realized.

For this purpose, acquisition discount is the excess, if any, of the Note’s stated redemption price at maturity over

the U.S. Holder’s basis in the Notes.

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For purposes of determining the amount of OID subject to these rules, all interest payments on a Short-Term

Note are included in the Short-Term Note’s stated redemption price at maturity. A U.S. Holder may elect to

determine OID on a Short-Term Note as if the Short-Term Note had been originally issued to the U.S. Holder at

the U.S. Holder’s purchase price for the Short-Term Note. This election shall apply to all obligations with a

maturity of one year or less acquired by the U.S. Holder on or after the first day of the first taxable year to which

the election applies, and may not be revoked without the consent of the IRS.

8. Reopenings

The Issuer may, without the consent of the Holders of outstanding Notes, issue additional Notes with identical

terms as previously issued Notes. These additional Notes, even if they are treated for non-tax purposes as part

of the same series as the original Notes, in some cases may be treated as a separate series for U.S. federal

income tax purposes. In such a case, the additional Notes may be considered to have been issued with OID even

if the original Notes had no OID, or the additional Notes may have a greater amount of OID than the original

Notes. These differences may affect the market value of the original Notes if the additional Notes are not

otherwise distinguishable from the original Notes.

9. Notes Purchased at a Premium

A U.S. Holder that purchases a Note for an amount in excess of its principal amount, or for a Discount Note, its

stated redemption price at maturity, may elect to treat the excess as “amortizable bond premium”, in which case

the amount required to be included in the U.S. Holder’s income each year with respect to interest on the Note

will be reduced by the amount of amortizable bond premium allocable (based on the Note’s yield to maturity) to

that year. In the case of a Note that is denominated in, or determined by reference to, a foreign currency, bond

premium will be computed in units of foreign currency, and amortizable bond premium will reduce interest

income in units of the foreign currency. At the time amortized bond premium offsets interest income, U.S.

source exchange gain or loss (taxable as ordinary income or loss) will be realized measured by the difference

between exchange rates at that time and at the time of the acquisition of the Notes. A U.S. Holder that does not

elect to take bond premium (other than acquisition premium) into account currently will recognize a market loss

when the Note matures. Any election to amortize bond premium shall apply to all bonds (other than bonds the

interest on which is excludable from gross income for U.S. federal income tax purposes) held by the U.S.

Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S.

Holder, and is irrevocable without the consent of the IRS. See also “Election to Treat All Interest as Original

Issue Discount”.

10. Substitution of Issuer

The terms of the Notes provide that, in certain circumstances, the obligations of the Issuer under the Notes may

be assumed by another entity. Any such assumption might be treated for U.S. federal income tax purposes as a

deemed disposition of Notes by a U.S. Holder in exchange for new notes issued by the new obligor. As a result

of this deemed disposition, a U.S. Holder could be required to recognize capital gain or loss for U.S. federal

income tax purposes equal to the difference, if any, between the issue price of the new notes (as determined for

U.S. federal income tax purposes), and the U.S. Holder’s tax basis in the Notes. U.S. Holders should consult

their tax advisers concerning the U.S. federal income tax consequences to them of a change in obligor with

respect to the Notes.

11. Purchase, Sale and Retirement of Notes

A U.S. Holder’s tax basis in a Note will generally be its U.S. dollar cost (as defined below) increased by the

amount of any OID or market discount included in the U.S. Holder’s income with respect to the Note and the

amount, if any, of income attributable to de minimis OID and de minimis market discount included in the U.S.

Holder’s income with respect to the Note, and reduced by (i) the amount of any payments that are not qualified

stated interest payments, and (ii) the amount of any amortizable bond premium applied to reduce interest on the

Note. The U.S. dollar cost of a Note purchased with a foreign currency will generally be the U.S. dollar value

of the purchase price on the date of purchase or, in the case of Notes traded on an established securities market,

as defined in the applicable U.S. Treasury regulations, that are purchased by a cash basis U.S. Holder (or an

accrual basis U.S. Holder that so elects), on the settlement date for the purchase.

A U.S. Holder will generally recognize gain or loss on the sale or retirement of a Note equal to the difference

between the amount realized on the sale or retirement and the tax basis of the Note. The amount realized on a

sale or retirement for an amount in foreign currency will be the U.S. dollar value of this amount on the date of

sale or retirement or, in the case of Notes traded on an established securities market, as defined in the applicable

U.S. Treasury regulations, sold by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects), on

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the settlement date for the sale. Such an election by an accrual basis U.S. Holder must be applied consistently

from year to year and cannot be revoked without the consent of the IRS. Except to the extent described above

under “Market Discount” or “Short Term Notes” or attributable to accrued but unpaid interest or changes in

exchange rates, gain or loss recognized on the sale or retirement of a Note will be capital gain or loss and will be

long-term capital gain or loss if the U.S. Holder’s holding period in the Notes exceeds one year.

Gain or loss recognized by a U.S. Holder on the sale or retirement of a Note that is attributable to changes in

exchange rates will be treated as U.S. source ordinary income or loss. However, exchange gain or loss is taken

into account only to the extent of total gain or loss realized on the transaction. Gain or loss realized by a U.S.

Holder on the sale or retirement of a Note generally will be U.S. source. A U.S. person holding a Bearer Note

or Exchangeable Bearer Note with a maturity of more than one year will generally be required to treat any gain

on disposal as ordinary income rather than capital gain, and no deduction will be allowed in respect of any loss.

12. Automatic Conversion of Subordinated Notes

An Automatic Conversion of Subordinated Notes into Common Shares upon the occurrence of a Non-Viability

Trigger Event should constitute a recapitalization for U.S. federal income tax purposes if the Subordinated

Notes constitute “securities” and the Automatic Conversion will constitute an exchange of securities for stock. If

an Automatic Conversion were treated as a recapitalization, then a U.S. Holder would generally recognize no

gain or loss upon the conversion of its Subordinated Notes into Common Shares, except to the extent of amounts

received that are attributable to accrued but unpaid interest (which will be treated as described above under “—

Payments of Interest”). The U.S. Holder’s aggregate tax basis in Common Shares received upon an Automatic

Conversion (excluding Common Shares attributable to accrued but unpaid interest, the tax basis of which will

equal their fair market value) would be equal to the U.S. Holder’s aggregate tax basis in its Subordinated Notes

that were converted into Common Shares, and the U.S. Holder’s holding period in such Common Shares would

include its holding period of the converted Subordinated Notes, except that the holding period of any Common

Shares received with respect to accrued interest will commence on the day after the date of receipt.

If an Automatic Conversion did not constitute a recapitalization (including because, for example, if the

Subordinated Notes were not considered “securities” for U.S. federal income tax purposes), then a U.S. Holder

would generally recognize capital gain or loss upon an Automatic Conversion of its Subordinated Notes in an

amount equal to the difference between the fair market value of the Common Shares received by the U.S.

Holder and the U.S. Holder’s tax basis in the Subordinated Notes. The U.S. Holder’s initial tax basis in any

Common Shares received upon the Automatic Conversion of its Subordinated Notes into Common Shares

would equal the fair market value of the Common Shares received (as determined on the date of receipt). The

U.S. Holder’s holding period for any Common Shares received upon such an Automatic Conversion would

begin on the day immediately following the date of receipt of the Common Shares.

The tax consequences of owning, receiving distributions on and disposing of Common Shares received in an

Automatic Conversion would be the same as those described below under “—Tax Consequences if the

Subordinated Notes are Treated as Equity”, except that (subject to the discussion under “— PFIC

considerations” below) dividends paid with respect to Common Shares received in an Automatic Conversion

generally would be qualified dividend income taxable to an individual at the preferential rates applicable to

long-term capital gains provided that such individual holds the Common Shares for more than 60 days during

the 121-day period beginning 60 days before the ex-dividend date and meets other holding period requirements.

13. Tax Consequences if the Subordinated Notes are Treated as Equity

As discussed above, although the matter is not entirely free from doubt, CIBC intends to consider the

Subordinated Notes as debt for U.S. federal income tax purposes. However, it is possible that the Subordinated

Notes would be treated as equity of CIBC for U.S. federal income tax purposes. This subsection addresses the

U.S. federal income tax consequences to U.S. Holders if the Subordinated Notes were treated as equity.

13.1. Payments of interest

In general, if the Subordinated Notes were treated as equity, the interest payments with respect to the

Subordinated Notes would be treated as distributions with respect to CIBC’s equity. Such distributions

(including amounts withheld to reflect Canadian withholding taxes) will be taxable as dividends to the extent

paid out of CIBC's current or accumulated earnings and profits, as determined under United States federal

income tax principles. It is unclear whether interest payments on the Subordinated Notes that are treated as

dividends for U.S. federal income tax purposes would be treated as “qualified dividends” that are subject to

preferential tax rates in the case of a non-corporate U.S. Holder, which treatment would also require the U.S.

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Holder meet certain holding period requirements.

A dividend is taxable to a U.S. Holder when it receives the dividend, actually or constructively. The dividend

will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of

dividends received from other United States corporations. The amount of the dividend distribution that must be

included in a U.S. Holder’s income will be the U.S. dollar value of payments made (including amounts withheld

to reflect any Canadian withholding taxes). The U.S. dollar value of any Canadian dollar payments made will be

determined at the spot Canadian dollar/U.S. dollar rate on the date the dividend distribution is includible in your

income, regardless of whether the payment is in fact converted into U.S. dollars. The gain or loss generally will

be income or loss from sources within the United States for foreign tax credit limitation purposes.

Subject to the discussion under “— PFIC considerations” below, distributions in excess of current and

accumulated earnings and profits (including amounts withheld to reflect Canadian withholding taxes), as

determined for United States federal income tax purposes, will be treated as a non-taxable return of capital to the

extent of a U.S. Holder’s tax basis in its Subordinated Notes and thereafter as capital gain, the tax treatment of

which is discussed below under “— Sale, redemption, or maturity.”

As described above, the amount of an interest payment on the Subordinated Notes would include amounts,

if any, withheld in respect of Canadian taxes. Amounts paid with respect to the Subordinated Notes would

be considered foreign-source income to U.S. Holders. Subject to certain conditions and limitations, foreign

taxes, if any, withheld on interest payments may be treated as foreign taxes eligible for credit against a holder’s

U.S. federal income tax liability. The rules governing foreign tax credits are complex, and U.S. Holders

should consult their tax advisors regarding the creditability of foreign taxes in their particular

circumstances.

13.2. Sale, redemption, or maturity

Subject to the discussion belounder “— PFIC considerations” below, a U.S. Holder would generally recognize

capital gain or loss upon the sale, redemption or maturity of Subordinated Notes, in an amount equal to the

difference between the amount realized at such time and the U.S. Holder’s tax basis in the Subordinated Notes.

In general, a U.S. Holder’s tax basis in its Subordinated Notes will be equal to the price the U.S. Holder paid for

them. Such capital gain or loss would be long-term capital gain or loss if the U.S. Holder held its Subordinated

Notes for more than one year. Capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates

where the property is held for more than one year. The deductibility of capital losses is subject to limitations.

Such gain or loss will generally be income or loss from sources within the United States for foreign tax credit

limitation purposes.

13.3. Automatic Conversion

If the Subordinated Notes were treated as equity for U.S. federal income tax purposes, then an Automatic

Conversion of Subordinated Notes into Common Shares upon the occurrence of a Non-Viability Trigger Event

would constitute a recapitalization and a U.S. Holder would generally recognize no gain or loss upon the

conversion of its Subordinated Notes into Common Shares. In that case, the U.S. Holder’s aggregate tax basis in

any Common Shares received upon an Automatic Conversion would generally be equal to the U.S. Holder’s

aggregate tax basis in its Subordinated Notes that were converted into Common Shares, and the U.S. Holder’s

holding period in such Common Shares would include the holding period of its converted Subordinated Notes.

In general, the tax consequences of owning, receiving distributions on and disposing of Common Shares

received in an Automatic Conversion would be the same as those described above under “—Tax

Consequences if the Subordinated Notes are Treated as Equity,” except that (subject to the discussion under

“— PFIC considerations” below) dividends paid with respect to Common Shares received in an Automatic

Conversion generally would be qualified dividend income taxable to an individual at the preferential rates

applicable to long-term capital gains provided that such individual meetc certain holding period requirements.

13.4. PFIC considerations

CIBC does not believe that it is, for U.S. federal income tax purposes, a passive foreign investment company, or

PFIC, and expects to operate in such a manner so as not to become a PFIC. Therefore CIBC believes that any

Subordinated Notes treated as equity should not be treated as stock of a PFIC. However, this conclusion is a

factual determination that is made annually and thus may be subject to change. If CIBC is or becomes a PFIC,

U.S. Holders of Subordinated Notes treated as equity could be subject to additional United States federal income

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taxes on gains recognized with respect to such Subordinated Notes (rather than being treated as capital gain, a

U.S. holder would be treated as recognizing such gain ratably over its holding period of the Subordinated

Notes) and on certain “excess distributions,” plus an interest charge on certain taxes treated as having been

deferred under the PFIC rules.

14. Exchange of Amounts in Currencies other than U.S. Dollars

Foreign currency received as interest on a Note or on the sale or retirement of a Note will have a tax basis equal

to its U.S. dollar value at the time the interest is received or at the time of the sale or retirement. Foreign

currency that is purchased will generally have a tax basis equal to the U.S. dollar value of the foreign currency

on the date of purchase. Any gain or loss recognized on a sale or other disposition of a foreign currency

(including its use to purchase Notes or an exchange for U.S. dollars) will be U.S. source ordinary income or

loss.

15. Backup Withholding and Information Reporting

In general, payments of principal, interest and accrued OID on, and the proceeds of a sale, redemption or other

disposition of, the Notes, payable to a non-corporate U.S. Holder by a U.S. paying agent or other U.S.

intermediary will be reported to the IRS and to the U.S. Holder as may be required under applicable regulations

unless such U.S. Holder establishes a basis for such exemption. Backup withholding will apply to these

reportable payments and accruals of OID if the U.S. Holder fails to provide an accurate taxpayer identification

number or certification of exempt status or fails to report all interest and dividends required to be shown on its

U.S. federal income tax returns. Backup withholding is not an additional tax. Any amount withheld from

payment to a U.S. Holder under the backup withholding rules will be allowed as a credit against the holder’s

U.S. federal income tax liability and may entitle the holder to a refund, provided the required information is

furnished to the IRS in a timely manner. U.S. Holders should consult their tax advisers as to the application of

backup withholding in their particular situation, their qualification for exemption from backup withholding and

the procedure for obtaining an exemption, if available.

Certain U.S. holders are required to report information with respect to their investment in Notes not held

through an account with a financial institution to the IRS. Investors who fail to report required information,

which may be done by filing an IRS Form 8938, are subject to substantial penalties. Potential investors are

encouraged to consult with their own tax advisers regarding the possible implications of this proposed

legislation on their investment in the Notes.

A U.S. holder may be required specifically to report a sale, retirement or other taxable disposition of Notes to

the IRS if it recognizes a loss over a threshold amount, including a foreign currency loss from a single

transaction that exceeds, in the case of an individual or trust, US$50,000 in a single taxable year or, in other

cases, various higher thresholds. U.S. Holders that recognize a loss on a Note should consult their tax advisers.

(a) United States Alien Holders

1. General

Under current U.S. federal income tax laws, and subject to the discussion of backup withholding and FATCA

withholding in the following sections:

1.1. Payments of principal, OID and interest by the Issuer or any paying agent to any holder of a Note who

is a United States Alien (as defined below) will not be subject to U.S. federal income tax unless the

income is effectively connected with the conduct of a trade or business in the United States.

1.2. A United States Alien holder of a Note or Coupon will not be subject to U.S. federal income tax on any

gain or income realized upon the sale, exchange or retirement or other disposition of a Note or Coupon

unless the gain or income is effectively connected with the conduct of a trade or business in the United

States or such United States Alien is an individual present in the United States for at least 183 days

during the taxable year on disposition and certain other conditions are met.

1.3. Except as required by FATCA as described below, a beneficial owner of a Bearer Note or Coupon or

an Exchangeable Bearer Note that is a United States Alien will not be required to disclose its

nationality, residence or identity to the Issuer, a paying agent, or any U.S. governmental authority in

order to receive payment on the Note or Coupon from the Issuer or a paying agent outside the United

States (although in order to receive a beneficial interest in a permanent Global Note or Definitive Notes

and Coupons and interest thereon the beneficial owner of an interest in a temporary Global Note will be

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required to provide a certificate of non-U.S. beneficial ownership to Euroclear or Clearstream,

Luxembourg).

For purposes of this discussion, “United States Alien” means any corporation, individual or estate or trust that,

for U.S. federal income tax purposes is not a U.S. Holder.

2. Backup Withholding and Information Reporting

The U.S. backup withholding and information reporting procedures are complex and can be impacted by a

variety of factors. The following discussion is a brief description of those rules that does not cover every

possible circumstance but rather is intended to provide the reader with a general overview of their application to

the Notes subject to this Prospectus.

Unless the Issuer or the paying agent has actual knowledge or reason to know that the holder or beneficial

owner, as the case may be, is a U.S. person (as defined in the Code), payments of principal, OID and interest on

Registered Notes made to a United States Alien will not be subject to backup withholding, provided the United

States Alien provides the payer with an IRS Form W-8BEN or IRS Form W-8BEN-E, depending on the United

States Alien’s status (or other appropriate type of IRS Form W-8) but interest and OID paid on Registered Notes

with a maturity of more than 183 days will be reported to the IRS as required under applicable regulations.

Payments of principal, OID and interest on Bearer Notes and Exchangeable Bearer Notes made outside the

United States to a United States Alien by a non-U.S. payor will not be subject to information reporting and

backup withholding.

In addition, except as provided in the following sentence, if principal, OID, or interest payments made with

respect to Bearer Notes or Exchangeable Bearer Notes are collected outside the United States on behalf of a

beneficial owner of a Bearer Note or Exchangeable Bearer Notes by a foreign office of a custodian, nominee or

other agent who is not a U.S. Controlled Person (as defined below), the custodian, nominee or other agent will

not be required to apply backup withholding to these payments when remitted to the beneficial owner and will

not be subject to information reporting. However, if the custodian, nominee or other agent is a U.S. Controlled

Person, payments collected by its United States or foreign office may be subject to information reporting but

will not be subject to backup withholding unless the payor has actual knowledge that the payee is a U.S. person

and no exception to backup withholding is otherwise established.

Payments on the sale, exchange or other disposition of a Bearer Note or Exchangeable Bearer Note made to or

through a foreign office of a broker will generally not be subject to information reporting or backup

withholding. However, if the broker is a U.S. Controlled Person, payments on the sale, exchange or other

disposition of the Bearer Note or Exchangeable Bearer Note made to or through a United States or foreign office

of the broker will be subject to information reporting unless the beneficial owner has furnished the broker with

documentation upon which the broker can rely to treat the payment as made to a beneficial owner that is a

foreign person, and the broker has no actual knowledge or reason to know that any of the information or

certifications associated with this documentation is incorrect.

For purposes of this discussion, a “U.S. Controlled Person” means (i) a U.S. person (as defined in the Code),

(ii) a controlled foreign corporation for U.S. federal income tax purposes, (iii) a foreign person 50% or more of

whose gross income was effectively connected with the conduct of a United States trade or business for a

specified three-year period, or (iv) a foreign partnership, if at any time during its tax year, one or more of its

partners are U.S. persons who, in the aggregate, hold more than 50% of the partnership’s income or capital

interest or if, at any time during its tax year, it is engaged in the conduct of a trade or business in the United

States.

Any amounts withheld under the backup withholding rules may be allowed as a credit against the holder’s U.S.

federal income tax liability, and may entitle the holder to a refund, provided the required information is

furnished to the IRS in a timely manner.

Holders should consult their tax advisers regarding the application of information reporting and backup

withholding to their particular situations, the availability of an exemption therefrom, and the procedure for

obtaining an exemption, if available.

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3. FATCA

FATCA may impose a 30% withholding tax on payments of U.S. source income and, beginning 1 January 2019,

on payments of gross proceeds from the sale, exchange or redemption of property that gives rise to U.S. source

dividends or interest, in each case to (i) certain FFIs that are not Compliant FFIs (by entering into and

complying with an agreement to provide the IRS information about their accountholders (as defined for

purposes of FATCA), complying with rules or law implementing an IGA between the United States and the

non-U.S. financial institution’s jurisdiction implementing FATCA with respect to such jurisdiction or otherwise

qualifying for an exemption from, or being deemed to comply with, FATCA) and (ii) certain NFFEs that do not

provide payors information about their substantial U.S. holders or establish that they have no substantial U.S.

holders.

Starting on the later of 1 January 2019 or the Publication Date, FATCA may also impose withholding tax on

such “foreign passthru payments” on obligations issued (or deemed re-issued) after the date that is six months

after the Publication Date. Thus, the Issuer may in certain circumstances be required under FATCA to withhold

U.S. tax at a rate of 30% on all or a portion of payments of principal and interest which are treated as “foreign

passthru payments” made to (i) non-U.S. financial institutions (whether holding the Notes as a beneficial owner

or intermediary) unless the payee is a Compliant FFI or (ii) any Recalcitrant Holders. Whether or not FATCA

withholding tax could apply to “foreign passthru payments” on the Notes may depend upon an applicable IGA

relating to FATCA between the United States and the jurisdiction of the Issuer or the applicable Issuer Branch

of Account.

The United States and a number of other jurisdictions have reached, agreed in substance to or announced their

intention to negotiate IGAs to facilitate the implementation of FATCA with respect to FFIs in such jurisdictions.

Under the “Model 1” IGA released by the United States, an FFI in an IGA signatory country that complies with

requirements under the IGA could be treated as a Reporting FI not subject to withholding under FATCA on any

payments it receives. Further, a Reporting FI in a Model 1 IGA jurisdiction would not be required to withhold

under FATCA or an IGA (or any law implementing an IGA) from payments it makes unless it has agreed to do

so under the U.S. "qualified intermediary," "withholding foreign partnership," or "withholding foreign trust"

regimes. Under the Model 1 IGA, a Reporting FI would still be required to report certain information in respect

of its account holders and investors to its home government, which information will be exchanged with the IRS.

The US-Canada IGA is based largely on the Model 1 IGA.

The Issuer expects to be treated as a Reporting FI pursuant to the US-Canada IGA. However, the FATCA rules,

and in particular the rules governing foreign passthru payments, have not yet been fully developed, so the future

application of FATCA to the Issuer and the holders of Notes is uncertain. Holders may be required to provide

certain information to the Issuer or other payors in order (i) for holders to avoid FATCA withholding from

payments on the Note, (ii) for the Issuer to avoid the imposition of a FATCA withholding tax on payments it

receives or (iii) for the Issuer to comply with the rules under FATCA or an applicable IGA (including laws

implementing such an IGA). If a holder (including an intermediary) fails to provide the Issuer, or any other

agent of the Issuer with any correct, complete and accurate information that may be required for the Issuer to

comply with FATCA and/or to prevent the imposition of FATCA withholding tax, the Issuer may withhold

amounts otherwise distributable to the holder.

Generally, under the terms of the US-Canada IGA Implementation Act and the US-Canada IGA, CIBC may be

required to collect information from holders of Notes (other than Notes that are regularly traded on an

established securities market for purposes of the IGA) regarding such holders’ status as “Specified U.S.

Persons” as defined in the IGA (generally, U.S. residents and U.S. citizens) and report certain information to the

CRA regarding such persons’ investment in the Notes. The CRA would then communicate this information to

the IRS under the existing provisions of the Canada-United States Tax Convention (1980) (as amended). For

this purpose, a Note is not considered to be “regularly traded” if the holder (other than certain financial

institutions acting as intermediary) is registered on the books of CIBC.

No additional amounts will be paid in respect of any tax withheld under the FATCA rules or any rules or laws

implementing an IGA from payments on the Notes. Potential investors should consult their tax advisers

regarding the implications of the FATCA rules or any rules or laws implementing an IGA for their investment in

Notes, including the implications resulting from the status under these rules of each financial intermediary

through which they hold Notes.

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While the Notes are in global form and held within Euroclear, Clearstream, Luxembourg or DTC (together, the

“Clearing Systems”), it is expected that FATCA will not affect the amount of any payments made under, or in

respect of, the Notes by the Issuer, any paying agent and the Common Depositary or Common Safekeeper,

given that each of the entities in the payment chain beginning with the Issuer and ending with the relevant

Clearing System is a major financial institution whose business is dependent on compliance with FATCA and

that any alternative approach introduced under an intergovernmental agreement will be unlikely to affect the

securities. However, FATCA may affect payments made to custodians or intermediaries in the subsequent

payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to

receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is a

financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate

investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with

any information, forms, other documentation or consents that may be necessary for the payments to be made

free of FATCA withholding. The documentation expressly contemplates the possibility that the securities may

go into definitive form and therefore that they may be taken out of the Clearing Systems. If this were to happen,

then a non-FATCA compliant holder could be subject to withholding. However, definitive notes will only be

printed in remote circumstances.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS

INCLUDED FOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS ARE

URGED TO CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES

TO THEM OF PURCHASING, OWNING AND DISPOSING OF NOTES OR COUPONS, INCLUDING

THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS

AND POSSIBLE CHANGES IN TAX LAW.

The treatment of any particular issue of Subordinated Notes depends on all the facts and circumstances,

including the particular terms of the Subordinated Notes, and it is possible that an issue of Subordinated Notes

could be treated as equity for U.S. federal income tax purposes. Potential purchasers of Subordinated Notes

should consult their tax advisers concerning the U.S. federal income tax consequences to them if the

Subordinated Notes are treated as equity of the Issuer.

Switzerland

THE FOLLOWING SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE

DESCRIPTION OF ALL SWISS TAX CONSIDERATIONS THAT MAY BE RELEVANT TO A

DECISION TO PURCHASE, OWN OR DISPOSE OF THE NOTES AND, IN PARTICULAR, DOES

NOT CONSIDER SPECIFIC FACTS OR CIRCUMSTANCES THAT MAY APPLY TO A

PARTICULAR PURCHASER. IT IS FOR GENERAL INFORMATION ONLY AND DOES NOT

DISCUSS ALL TAX CONSEQUENCES OF AN INVESTMENT IN NOTES UNDER THE TAX LAWS

OF SWITZERLAND. THIS SUMMARY IS BASED ON THE TAX LAWS OF SWITZERLAND

CURRENTLY IN FORCE AND AS APPLIED ON THE DATE OF THIS PROSPECTUS WHICH ARE

SUBJECT TO CHANGES (OR CHANGES IN INTERPRETATION) WHICH MAY HAVE

RETROACTIVE EFFECT. PROSPECTIVE PURCHASERS ARE ADVISED TO CONSULT THEIR

OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP

AND DISPOSITION OF NOTES IN THE LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Swiss Income Tax

Swiss Resident Noteholders

Interest Payments or Redemption of Notes

Swiss residents receiving periodic interest payments during the investment or at redemption as one-time-interest

generally must include these interest payments in their financial statements and/or in their income tax returns

and owe individual income tax or corporate income tax on the relevant amounts.

Notes which are not straight debt instruments but have components of debt instruments and derivatives

intertwined generally qualify as combined instruments. The tax treatment of such Notes depends on whether the

Notes are considered as transparent or not for Swiss income tax purposes.

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If the Note is considered as not transparent for Swiss income tax purposes, any amount received by the

Noteholder (upon sale, laps, exercise or redemption) in excess of the amount invested (at issue or upon

purchase) is treated as taxable income in the hands of the Noteholder if the Note qualifies as a note with

predominant one-time interest payment. If the Note does not qualify as a note with predominant one-time

interest payment, the Noteholder is subject to tax on the periodic interest payments and (at redemption) on the

difference between initial issuance price and the redemption price. For the purpose of determining whether the

Note is a note with predominant one-time interest payment the difference between initial issuance price and the

redemption price is treated as one-time interest.

If the Note is considered as transparent for Swiss income tax purposes, it will be split notionally in a debt

instrument and a derivative instrument component. Gains or losses on the derivative instrument component are

treated as capital gains or losses (see below). Interest payments received during the investment, at laps or

exercise or at redemption as one-time interest related to the debt instrument component are treated as taxable

income in the hands of the Noteholder. Such a treatment is also applicable for the purpose of determining

whether the Note is a note with predominant one-time interest payment.

The Note is generally considered as transparent if the debt and the derivative components are traded separately

or if the different elements of the Note (such as the guaranteed redemption amount, the issuance price of the

debt component, the interest rates determining the issuance price of the debt component) are separately stated in

the sales documentation as well as in the offering prospectus and if each one of such components is separately

evaluated. Such evaluation has to be performed through calculations of financial mathematics determining the

intrinsic value of the debt instrument and the derivative instrument components contained in the Note. In

particular, the calculations have to determine the notional issuance price of the debt instrument, based on the

interest rate taken into account by the issuer which has to be at market value. The Swiss Federal Tax

Administration has to approve such calculations. Such calculations have to be reviewed on a quarterly basis in

order take into account the evolution of the interest rates. If the tax authorities are not provided with sufficient

information the Notes can be treated as not transparent. Products with prevalent structures but for which the

issuer does not provide the information allowing to distinguish the different elements of a product as described

above are made transparent in retrospect by the tax authorities, banks or other channels of distribution if the

following requirements are fulfilled:

(a) the issuer of the product must have at least a single-A-rating; and

(b) the product at hand has to be admitted to official quotation at the commercial exchange market or,

at least, a market maker has to insure liquid trading of the product at hand.

Liquid trading by a market maker is a condition that the key data of the product can be used as credible basis of

calculation.

Notes which are linked to underlying assets, such as bonds, shares, or baskets of such assets may also be treated,

under certain circumstances, as direct investments in bonds, shares or in an investment fund. Notes linked to a

basket of investment funds may be treated as an investment in an investment fund.

Notes in the form of reverse convertibles linked to shares, precious metals and commodities with no guaranteed

payments and a duration of less than or equal to one year may be treated as straight derivatives.

Capital Gains

Swiss Resident Private Noteholders

Swiss resident Noteholders who do not qualify as so-called professional securities dealer for income tax

purposes (“gewerbsmässiger Wertschriftenhändler”) and who hold the Notes as part of their private (as opposed

to business) assets are hereby defined as Swiss Resident Private Noteholders.

Swiss Resident Private Noteholders realise a tax free capital gain upon the disposal of Notes which do not

qualify as notes with predominant one-time interest payment and realise taxable income if the Notes qualify as

notes with one-time predominant interest payment.

The tax treatment of capital gains on Notes which qualify as combined instruments (see above) depends on

whether the Note qualifies as tax transparent or not. Notes which are not transparent for Swiss income tax

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purposes (see above) generally qualify as notes with predominant one-time interest payment and are treated as

such. Notes which qualify as tax transparent are notionally split into a debt instrument and a derivative

instrument component. The debt instrument component follows the usual tax treatment either as note with

predominant one-time interest payment or as note with no predominant one-time interest payment as applicable.

Capital gains arising from the derivative instrument component of transparent Notes are generally not subject to

income tax in the hands of Swiss Resident Private Noteholders.

With respect to capital gains arising from Notes linked to underlying assets, such as investment funds, bonds,

shares or baskets of any of them see above under “Interest Payments or Redemption of Notes”.

Swiss Resident Business Noteholders

Gains realized on the sale of Notes, by Swiss resident individual Noteholders holding the Notes as part of their

business assets as well as by Swiss resident legal entity Noteholders, are part of their business profit subject to

individual income tax or corporate income taxes, respectively. The same applies to Swiss Resident Private

Noteholders who qualify as so-called professional securities dealer (“gewerbsmässiger Wertschriftenhändler”).

Non-Swiss Resident Noteholders

Under present Swiss tax law, a Noteholder who is a non-resident of Switzerland and who, during the taxable

year has not engaged in trade or business through a permanent establishment or a fixed place of business within

Switzerland and who is not subject to taxation in Switzerland for any other reason, will not be subject to any

Swiss federal, cantonal or municipal income tax on interest or gains realized on sale or redemption of the Notes.

Swiss Stamp Duties

Swiss Issuance Stamp Duty

The issuance of the Notes by a non-Swiss resident issuer is not subject to Swiss issuance stamp duty.

Swiss Transfer Stamp Duty

The sale or transfer of the Notes with a duration of more than one year may be subject to Swiss transfer stamp

duty at the current rate of 0.3 per cent. if such sale or transfer is made by or through the intermediary of a Swiss

bank or other securities dealer as defined in the Swiss Stamp Tax Act and no exemption applies. The same

applies in case of physical delivery of the underlying being a taxable security in the meaning of the Swiss Stamp

Tax Act at redemption.

Notes qualified as units in a foreign investment fund may be subject to the Swiss transfer stamp duty of up to

0.3 per cent. at issue.

Swiss Withholding Tax

All payments in respect of the Notes by a non-Swiss resident issuer are currently not subject to the Swiss

withholding tax (“Verrechnungssteuer”).

On 4 November 2015, the Swiss Federal Council announced a mandate to the Swiss Federal Finance

Department to institute a group of experts tasked with the preparation of a new proposal for a reform of the

Swiss withholding tax system. The new proposal is expected to include in respect of interest payments the

replacement of the existing debtor-based regime by a paying agent-based regime for Swiss withholding tax

similar to the one published on 17 December 2014 by the Swiss Federal Council and repealed on 24 June 2015

following the negative outcome of the legislative consultation with Swiss official and private bodies. Under

such a new paying agent-based regime, if enacted, a paying agent in Switzerland may be required to deduct

Swiss withholding tax on any payments or any securing of payments of interest in respect of a Note for the

benefit of the beneficial owner of the payment unless certain procedures are complied with to establish that the

owner of the Note is not an individual resident in Switzerland.

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Automatic Exchange of Information in Tax Matters

On 19 November 2014, Switzerland signed the Multilateral Competent Authority Agreement (the “MCAA”).

The MCAA is based on article 6 of the OECD/Council of Europe administrative assistance convention and is

intended to ensure the uniform implementation of Automatic Exchange of Information (the “AEOI”). The

Federal Act on the International Automatic Exchange of Information in Tax Matters (the “AEOI Act”) entered

into force on 1 January 2017. The AEOI Act is the legal basis for the implementation of the AEOI standard in

Switzerland.

The AEOI is being introduced in Switzerland through bilateral agreements or multilateral agreements. The

agreements have, and will be, concluded on the basis of guaranteed reciprocity, compliance with the principle of

speciality (i.e. the information exchanged may only be used to assess and levy taxes (and for criminal tax

proceedings)) and adequate data protection.

Switzerland has concluded a multilateral AEOI agreement with the EU (replacing the EU savings tax

agreement) and has concluded bilateral AEOI agreements with several non-EU countries.

Based on such multilateral agreements and bilateral agreements and the implementing laws of

Switzerland, Switzerland will begin to collect data in respect of financial assets, including, as the case may

be, Notes, held in, and income derived thereon and credited to, accounts or deposits with a paying agent

in Switzerland for the benefit of individuals resident in a EU member state or in a treaty state from,

depending on the effectiveness date of the agreement, 2017 or 2018, as the case may be, and begin to

exchange it from 2018 or 2019.

.

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SUBSCRIPTION AND SALE

Summary of Dealer Agreement

Subject to the terms and the conditions contained in an amended and restated Dealer Agreement dated 7 June

2017 (the “Dealer Agreement”) between the Issuer and the Dealers, the Notes will be offered on a continuous

basis by the Issuer to the Dealers, which expression shall include any person appointed as a Dealer for a specific

issue. The Notes may be resold at prevailing market prices, or at prices related thereto, at the time of such resale,

as determined by the relevant Dealer(s). The Notes may also be sold by the Issuer through the Dealers, acting as

agents of the Issuer. The Dealer Agreement also provides for Notes to be issued in syndicated Tranches that are

jointly and severally underwritten by two or more Dealers. Notes may also be offered directly to persons other

than the Dealers.

The Issuer will pay each relevant Dealer a commission agreed between the Issuer and the Dealer in respect of

Notes subscribed by it. The commissions in respect of an issue of Notes on a syndicated basis will be stated in

the applicable Final Terms.

The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of

the Notes. The Dealer Agreement entitles the Dealers to terminate any agreement that they make to subscribe

for Notes in certain circumstances prior to payment for such Notes being made to the Issuer.

The Dealer Agreement makes provision for the resignation or termination of appointment of existing Dealers

and for the appointment of additional or other Dealers either generally in respect of the Programme or in relation

to a particular Tranche of Notes.

Selling Restrictions

United States

Regulation S, Category 2 and D Rules apply for Notes with a maturity of more than one year issued in bearer

form unless C Rules are specified as applicable in the applicable Final Terms or unless the transaction is an

Excluded Issue. The Notes shall only be Rule 144A eligible if so specified in the applicable Final Terms.

The Notes have not been and will not be registered under the Securities Act and may not be offered or sold

within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions

exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings

given to them by Regulation S under the Securities Act.

Notes in bearer form are subject to U.S. tax law requirements (other than Notes having a maturity of one year or

less) and may not be offered, sold or delivered within the United States or its possessions or to a United States

person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the

meanings given to them by the Internal Revenue Code of 1986, as amended and regulations thereunder (the

“Code”). Bearer Notes issued in accordance with the D Rules with a maturity of more than one year will bear

the following legend:

“Any United States person who holds this obligation will be subject to limitations under the United States

income tax laws, including the limitations provided in Section 165(j) and 1287(a) of the Internal Revenue Code

of the United States”.

Each Dealer has represented and agreed that, except as permitted by the Dealer Agreement, it will not offer, sell

or deliver the Notes of any identifiable Tranche, (i) as part of their distribution at any time or (ii) otherwise until

40 days after completion of the distribution of such Tranche as determined, and such completion is notified to

the relevant Dealer, by the Fiscal Agent, or in the case of Notes issued on a syndicated basis, the Lead Manager

(once each of the syndicated dealers has so notified the Lead Manager, with respect to Notes purchased by or

through it), within the United States or to, or for the account or benefit of, U.S. persons and it will have sent to

each dealer to which it sells Notes (other than a sale of Notes pursuant to Rule 144A) during the Distribution

Compliance Period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes

within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have

the meanings given to them by Regulation S under the Securities Act.

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In addition, until 40 days after the commencement of the offering of the Notes, an offer or sale of Notes within

the United States by any dealer (whether or not participating in the offering) may violate the registration

requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A.

144A Notes

The Dealer Agreement provides that the Dealers may directly or through their respective U.S. broker-dealer

affiliates arrange for the offer and resale of Notes within the United States only to QIBs pursuant to Rule 144A.

Each purchaser of Rule 144A Notes, by accepting delivery of this Prospectus, will be deemed to have

represented, agreed and acknowledged that:

(1) It is (a) a QIB within the meaning of Rule 144A, (b) acquiring such Notes for its own account or for the

account of a QIB and (c) aware, and each beneficial owner of such Notes has been advised, that the sale of such

Notes to it may be made in reliance on Rule 144A.

(2) It understands that such Notes have not been and will not be registered under the Securities Act and

may not be offered, sold, pledged or otherwise transferred except (a) in accordance with Rule 144A to a person

that it and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or for the

account of a QIB, (b) in an offshore transaction in accordance with Regulation S or (c) pursuant to an exemption

from registration under the Securities Act provided by Rule 144 thereunder (if available) and, in each case, in

accordance with any applicable securities laws of any State of the United States.

(3) It understands that such Notes, unless determined by the Issuer in accordance with applicable law, will

bear a legend substantially to the following effect:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT

OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY

AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT

BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE

FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (A) REPRESENTS THAT IT

IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES

ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE

QUALIFIED INSTITUTIONAL BUYERS; (B) AGREES THAT IT WILL NOT RESELL OR OTHERWISE

TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE

LAST ISSUE DATE FOR THE SERIES AND THE LAST DATE ON WHICH THE ISSUER OR AN

AFFILIATE OF THE ISSUER WAS THE OWNER OF SUCH SECURITIES, OTHER THAN (1) IN

ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE

HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED

INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (2) IN AN

OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S

UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION

UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) AND, IN

EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF

THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE

EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS

NOTE.

(4) It understands that the Rule 144A Notes will be represented by one or more Restricted Global

Certificates. Before any interest in a Restricted Global Certificate may be offered, sold, pledged or otherwise

transferred to a person who takes delivery in the form of an interest in an Unrestricted Global Certificate, it will

be required to provide a Transfer Agent with a written certification as to compliance with applicable securities

laws.

(5) Each purchaser of Notes, and each subsequent transferee of Notes, the assets of which purchaser or

transferee constitute the assets of one or more Plans and each fiduciary that directs such purchaser or transferee

with respect to the purchase or holding of such Notes, will be deemed to represent that the purchase and holding

of such Notes does not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the

Code for which an exemption is not available.

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(6) The Issuer, the Fiscal Agent, the Dealers and their affiliates, and others will rely upon the truth and

accuracy of the foregoing acknowledgments, representations and agreements. If it is acquiring any Notes for the

account of one or more qualified institutional buyers it represents that it has sole investment discretion with

respect to each such account and that it has full power to make the foregoing acknowledgments, representations

and agreements on behalf of each such account.

Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from

the provisions of Section 5 of the Securities Act provided by Rule 144A.

Regulation S Notes

Each purchaser of Registered Notes outside the United States pursuant to Regulation S and each subsequent

purchaser of such Notes in resales prior to the expiration of the Distribution Compliance Period, by accepting

delivery of this Prospectus and the Notes, will be deemed to have represented, agreed and acknowledged that:

(1) It is, or at the time Notes are purchased will be, the beneficial owner of such Notes and (a) it is not a

U.S. person (within the meaning of Regulation S) and it is located outside the United States (within the meaning

of Regulation S) and (b) it is not an affiliate of the Issuer or a person acting on behalf of such an affiliate.

(2) It understands that such Notes have not been and will not be registered under the Securities Act and

that, prior to the expiration of the Distribution Compliance Period, it will not offer, sell, pledge or otherwise

transfer such Notes except in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S

or in accordance with Rule 144A under the Securities Act to a person that it and any person acting on its behalf

reasonably believe is a QIB purchasing for its own account or the account of a QIB, in each case in accordance

with any applicable securities laws of any State of the United States.

(3) It understands that such Notes, unless otherwise determined by the Issuer in accordance with applicable

law, will bear a legend to the following:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES

REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED

STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OT OTHERWISE TRANSFERRED

WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM

REGISTRATION UNDER THE SECURITIES ACT.

(4) The Issuer, the Fiscal Agent, the Dealers and their affiliates, and others will rely upon the truth and

accuracy of the foregoing acknowledgments, representations and agreements.

(5) It understands that the Notes offered in reliance on Regulation S will be represented by one or more

Unrestricted Global Certificates. Prior to the expiration of the Distribution Compliance Period, before any

interest in an Unrestricted Global Certificate may be offered, sold, pledged or otherwise transferred to a person

who takes delivery in the form of an interest in a Restricted Global Certificate, it will be required to provide a

Transfer Agent with a written certification as to compliance with applicable securities laws.

Section 4975 of the Internal Revenue Code prohibits the borrowing of money, the sale of property and certain

other transactions involving the assets of plans that are tax-qualified under the Code (“Qualified Plans”) or

individual retirement accounts (“IRAs”) and persons who have certain specified relationships to them. Section

406 of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), prohibits similar

transactions involving the assets of employee benefit plans that are subject to ERISA (“ERISA Plans”).

Qualified Plans, IRAs and ERISA Plans and entities treated for purposes of ERISA and the Code as holding

assets thereof are collectively referred to as “Plans”. Persons who have such specified relationships are referred

to as “parties in interest” under ERISA and as “disqualified persons” under the Code. An Issuer may be

considered a “party in interest” or “disqualified person” with respect to a Plan. The purchase and/or holding of

securities by a Plan with respect to which any Issuer and/or certain of its affiliates is a fiduciary, service

provider and/or sponsor (or otherwise is a “party in interest” or “disqualified person” due to being affiliated with

any such person or otherwise) could constitute or result in a prohibited transaction under Section 406 of ERISA

and/or Section 4975 of the Code, unless such securities are acquired or held under, and in accordance with, a

statutory or administrative exemption. Moreover, in accordance with ERISA’s general fiduciary requirement, a

fiduciary with respect to any ERISA Plan who is considering the purchase of securities on behalf of such plan

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should determine whether such purchase is permitted under the governing plan document and is prudent and

appropriate for the ERISA Plan in view of its overall investment policy and the composition and diversification

of its portfolio. Plans established with, or for which services are provided by, an Issuer and/or certain of its

affiliates should consult with counsel before making any acquisition. Each purchaser of Notes, and each

subsequent transferee of Notes, the assets of which purchaser or transferee constitute the assets of one or more

Plans and each fiduciary that directs such purchaser or transferee with respect to the purchase or holding of such

Notes, will be deemed to represent that the purchase and holding of such Notes does not constitute a prohibited

transaction under Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available.

Public Offer Selling Restriction under the Prospectus Directive / Prohibition of Sales to EEA Retail

Investors

In relation to each Member State of the European Economic Area which has implemented the Directive

2003/71/EC (as amended, the “Prospectus Directive”) (each, a “Relevant Member State”), each Dealer has

represented and agreed, and each further Dealer appointed under the Programme will be required to represent

and agree that it has not made and will not make an offer of Notes which are the subject of the offering

contemplated by this Prospectus as completed by the Final Terms in relation thereto to the public in that

Relevant Member State except that it may make an offer of such Notes to the public in that Relevant Member

State:

(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the

Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated

by the Issuer for any such offer; or

(c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes shall require the Issuer or any Dealer to publish a prospectus pursuant to

Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus

Directive.

In addition, from 1 January 2018, where the Final Terms in respect of any Notes specifies “Prohibition of Sales

to EEA Retail Investors” as “Applicable”, each relevant Dealer will be required to represent and agree that it has

not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes

which are the subject of the offering contemplated by this Prospectus as completed by the Final Terms in

relation thereto to any retail investor in the European Economic Area. For the purposes of this provision the

expression “retail investor” means a person who is one (or more) of the following:

(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,

“MiFID II”); or

(ii) a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation

Directive”), where that customer would not qualify as a professional client as defined in point

(10) of Article 4(1) of MiFID II; or

(iii) not a qualified investor as defined in the Prospectus Directive.

As used herein, the expression “offer” includes the communication in any form and by any means of sufficient

information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to

purchase or subscribe the Notes.

United Kingdom

Each Dealer has represented, warranted and agreed and each further Dealer appointed under the Programme will

be required to represent, warrant and agree that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be

communicated an invitation or inducement to engage in investment activity (within the meaning of

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section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in

circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything

done by it in relation to such Notes in, from or otherwise involving the United Kingdom.

The Grand Duchy of Luxembourg

Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme

will be required to represent, warrant and agree that in addition to the circumstances described above in “Public

Offer Selling Restriction under the Prospectus Directive / Prohibition of Sales to EEA Retail Investors”, Dealers

may not offer or sale the Notes within The Grand Duchy of Luxembourg unless:

(a) the offer is made to “qualified investors” as described in points (1) to (4) of Section I of Annex

II to Directive 2004/39/EC of the European Parliament and of the Council of April 21, 2004

on markets in financial instruments, and persons or entities who are, on request, treated as

professional clients in accordance with Annex II to Directive 2004/39/EC, or recognized as

eligible counterparties in accordance with Article 24 of Directive 2004/39/EC unless they have

requested that they be treated as non-professional clients; or

(b) the offer benefits from any other exemption to, or constitutes a transaction otherwise not

subject to, the requirement to publish a prospectus.

The Netherlands

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be

required to represent and agree that the Notes (including rights representing an interest in the Notes in global

form) which are the subject of this Prospectus, shall not be offered, sold, transferred or delivered to the public in

the Netherlands unless in reliance on Article 3(2) of the Prospectus Directive and provided:

(i) such offer is made exclusively to legal entities which are qualified investors (as defined in the Prospectus

Directive) in The Netherlands; or

(ii) standard logo and exemption wording are incorporated in the respective Final Terms, advertisements and

documents in which the offer is announced, as required by article 5:20(5) of the Dutch Financial Supervision

Act (Wet op het financieel toezicht, the “FSA”); or

(iii) such offer is otherwise made in circumstances in which article 5:20(5) of the FSA is not applicable.

For the purposes of the above, the expressions (i) “offer” in relation to any Notes in The Netherlands; and (ii)

“Prospectus Directive”, have the meaning given to them in the paragraph headed “Public Offer Selling

Restriction under the Prospectus Directive / Prohibition of Sales to EEA Retail Investors”.

Republic of Italy

The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly, no

Notes may be offered, sold or delivered, nor may copies of this Prospectus or of any other document relating to

the Notes be distributed in the Republic of Italy, except:

(a) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree

No. 58 of 24 February 1998, as amended (the Financial Services Act) and the relevant implementing

CONSOB regulations, as amended from time to time, and in Article 2 of Directive No. 2003/71/EC of

4 November 2003; or

(b) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100

of the Financial Services Act and Article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999, as

amended (Regulation No. 11971).

Any offer, sale or delivery of the Notes or distribution of copies of this Prospectus or any other document

relating to the Notes in the Republic of Italy under (a) or (b) above must be:

117

(i) made by an investment firm, bank or financial intermediary permitted to conduct such

activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB

Regulation No. 16190 of 29 October 2007 (as amended from time to time) and Legislative

Decree No. 385 of 1 September 1993, as amended (the Banking Act); and

(ii) in compliance with Article 129 of the Banking Act, as amended, and the implementing

guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of

Italy may request information on the issue or the offer of securities in the Republic of Italy;

and

(iii) in compliance with any other applicable laws and regulations or requirement imposed by

CONSOB or other Italian authority.

Please note that in accordance with Article 100-bis of the Financial Services Act, where no exemption from the

rules on solicitation of investments applies under (i) and (ii) above, the subsequent distribution of the Notes on

the secondary market in Italy must be made in compliance with the public offer and the prospectus requirement

rules provided under the Financial Services Act and Regulation No. 11971. Failing to comply with such rules

may result in the sale of such Notes being declared null and void and in the liability of the intermediary

transferring the financial instruments for any damages suffered by the investors.

France

In respect of Notes constituting “obligations” under French law, each of the Dealers has represented and agreed

and each further Dealer appointed under the Programme will be required to represent and agree that it has not

offered, sold or otherwise transferred and will not offer, sell, or otherwise transfer, directly or indirectly, Notes

to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be

distributed to the public in France, this Prospectus, the relevant Final Terms or any other offering material

relating to the Notes, and that such offers, sales and distributions have been and shall only be made in France to

(i) providers of investment services relating to portfolio management for the account of third parties, and/or (ii)

qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with,

articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier.

Switzerland

The Notes shall not be publicly offered, sold, advertised, distributed or redistributed, directly or indirectly, in or

from Switzerland, and neither this Prospectus as completed by the respective Final Terms nor any other

solicitation for investments in the Notes may be communicated, distributed or otherwise made available in

Switzerland in any way that could constitute a public offering within the meaning of Articles 652a and 1156 of

the Swiss Code of Obligations (the “CO”) or of Article 3 of the Swiss Federal Act on Collective Investment

Schemes (the “CISA”) unless the legal and regulatory conditions imposed on a public offering under the CO or

CISA are satisfied. This Prospectus as completed by the respective Final Terms does not constitute a public

offering within the meaning of Articles 652a, respectively 1156, of the CO and of Article 5 of the CISA and

may not comply with the information standards required thereunder, and in particular with the guidelines on

informing investors about structured products as published by the Swiss Bankers Association, as applicable.

The Notes do not constitute collective investments within the meaning of the CISA. Accordingly, holders of the

Notes do not benefit from protection under the CISA or from the supervision of the Swiss Financial Market

Supervisory Authority. Investors are exposed to the default risk of the Issuer.

Canada

The Notes have not been, and will not be, qualified for sale under the securities laws of Canada or any province

or territory thereof. Each Dealer has represented and agreed, and each further Dealer appointed under the

Programme will be required to represent and agree, that it has not offered, sold, distributed, or delivered, and

that it will not offer, sell, distribute, or deliver, any Notes, directly or indirectly, in Canada or to, or for the

benefit of, any resident thereof in contravention of the securities laws of Canada or any province or territory

thereof and also without the consent of the Issuer. Each Dealer has also agreed, and each further Dealer

appointed under the Programme may be required to agree, not to distribute or deliver this Prospectus, or any

other offering material relating to the Notes, in Canada in contravention of the securities laws of Canada or any

province or territory thereof and also without the consent of the Issuer. If the Notes may be offered, sold or

118

distributed in Canada, the issue of the Notes will be subject to such additional selling restrictions as the Issuer

and the relevant Dealer(s), and each further Dealer appointed under the Programme, may agree. Each Dealer,

and each further Dealer appointed under the Programme, will be required to agree that it will offer, sell and

distribute such Notes only in compliance with such additional Canadian selling restrictions.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan

(Act No. 25 of 1948, as amended) (the “Financial Instruments and Exchange Law”). Accordingly, each of

the Dealers has represented and agreed, and each further Dealer appointed under the Programme will be

required to represent and agree, that it has not, directly or indirectly, offered or sold and will not, directly or

indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (as defined under

Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as

amended) and which term as used herein means any person resident in Japan, including any corporation or other

entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or

to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration

requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and other

relevant laws, regulations and ministerial guidelines of Japan.

Hong Kong

In relation to each Tranche of Notes issued by the Issuer each Dealer has represented and agreed, and each

further Dealer appointed under the Programme will be required to represent, warrant and agree, that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes

(except for Notes which are a “structured product” as defined in the Securities and Futures Ordinance

(Cap. 571) of Hong Kong (the “Securities and Futures Ordinance”) other than (a) to “professional

investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance;

or (b) in other circumstances which do not result in the document being a “prospectus” as defined in

the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public

within the meaning of that Ordinance; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its

possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation

or document relating to the Notes, which is directed at, or the contents of which are likely to be

accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of

Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to

persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures

Ordinance and any rules made under that Ordinance.

Singapore

This Prospectus has not been and will not be registered as a prospectus with the Monetary Authority of

Singapore. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme

will be required to represent and agree, that it has not offered or sold and will not offer or sell Notes or circulate

or distribute this prospectus and any document or other material relating to the Notes, either directly or

indirectly, to any person in Singapore other than: (i) to an institutional investor or other person specified in

Section 274 of the Securities and Futures Act (Cap. 289) of Singapore (the “Singapore Securities and Futures

Act”); (ii) to a relevant person under Section 275(1) of the Singapore Securities and Futures Act or to any

person pursuant to Section 275(1A) of the Singapore Securities and Futures Act, and in accordance with the

conditions, specified in Section 275 of the Singapore Securities and Futures Act; or (iii) otherwise pursuant to,

and in accordance with the conditions of, any other provision of the Singapore Securities and Futures Act.

This Prospectus and any other documents or materials in relation to the issue, offering or sale of the Notes are

made available to the recipients thereof in Singapore solely on the basis that they are persons falling within the

ambit of Section 274 and/or Section 275 of the Singapore Securities and Futures Act and may not be relied upon

by any other person. In the event that you are not such an investor, please return this Prospectus to the relevant

Dealer immediately. Please do not forward or circulate this Prospectus to any other person.

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Each of the following relevant persons specified in Section 275 of the Singapore Securities and Futures Act

which has subscribed or purchased Notes, namely a person who is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Singapore Securities

and Futures Act)) the sole business of which is to hold investments and the entire share capital of

which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and

each beneficiary is an accredited investor,

should note that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’

rights and interest in that trust shall not be transferable for six months after that corporation or that trust has

acquired the Notes under Section 275 of the Singapore Securities and Futures Act except:

(i) to an institutional investor or to a relevant person as defined in Section 275(2) of the Singapore

Securities and Futures Act or to any person arising from and offer referred to in Section 274(1A) or

Section 276(4)(i)(B) of the Singapore Securities and Futures Act;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law; or

(iv) pursuant to Section 276(7) of the Singapore Securities and Futures Act.

All investors are advised to acquaint themselves with such provisions and comply with them accordingly. When

in doubt as to the restrictions set out in the Singapore Securities and Futures Act, investors should consult their

own professional advisers.

Taiwan

The Notes have not been and will not be registered with the Financial Supervisory Commission of Taiwan

pursuant to relevant securities laws and regulations. Each Dealer has represented and agreed, and each further

Dealer appointed under the Programme will be required to represent and agree that it has not offered or sold and

will not offer or sell any Notes in Taiwan through a public offering or in circumstances which constitute an offer

within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the

Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell,

give advice regarding or otherwise intermediate the offering and the sale of the Notes in Taiwan.

People’s Republic of China

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be

required to represent and agree that the Notes are not being offered or sold and may not be offered or sold,

directly or indirectly, in the PRC (for such purposes, not including the Hong Kong and Macau Special

Administrative Regions or Taiwan), except as permitted by all relevant laws and regulations of the PRC.

This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any Notes in the PRC to

any person to whom it is unlawful to make the offer of solicitation in the PRC.

The Notes may not be offered, sold or delivered, or offered, sold or delivered to any person for reoffering or

resale or redelivery, in any such case directly or indirectly (i) by means of any advertisement, invitation,

document or activity which is directed at, or the contents of which are likely to be accessed or read by, the

public in the PRC, or (ii) to any person within the PRC, other than in full compliance with the relevant laws and

regulations of the PRC.

Investors in the PRC are responsible for obtaining all relevant government regulatory approvals/licences,

verification and/or registrations themselves, including, but not limited to, those which may be required by the

China Securities Regulatory Commission, the State Administration of Foreign Exchange and/or the China

Banking Regulatory Commission, and complying with all relevant PRC laws and regulations, including, but not

limited to, all relevant foreign exchange regulations and/or securities investment regulations.

120

Australia

No offering circular, prospectus or other disclosure document (as defined in the Corporations Act 2001 of

Australia (Cth) (the “Corporations Act”)) in relation to the Programme or any Notes has been or will be lodged

with the Australian Securities and Investments Commission (“ASIC”).

Each Dealer has represented, warranted and agreed (and each further Dealer appointed under the Programme

will be required to represent, warrant and agree) that it:

(a) has not (directly or indirectly) offered, and will not offer for issue or sale and has not invited, and will not

invite, applications for issue, or offers to purchase Notes in, to or from Australia, including an offer or invitation

which is received by a person in Australia; and

(b) has not distributed or published, and will not distribute or publish, any offering memorandum, advertisement

or other offering material relating to the Notes in Australia,

unless,

(i) the aggregate consideration payable by each offeree or invitee for the Notes is at least A$500,000 (or the

equivalent in another currency) disregarding amounts, if any, lent by the offeror or its associates, or the offer or

invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations

Act;

(ii) such action complies with all applicable laws, regulations and directives; and

(iii) such action does not require any document to be lodged with ASIC.

New Zealand

Each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree, that

the Notes may not be offered in New Zealand in a manner that makes the Notes subject to a regulated offer

within the meaning of the New Zealand Financial Markets Conduct Act 2013 (the “FMC Act”). Without

limitation, no person may (directly or indirectly) offer for subscription or purchase or issue invitations to

subscribe for or buy, or sell or transfer the Notes, or distribute any product disclosure statement or any other

advertisement or offering material relating to the Notes in New Zealand, or to any person in New Zealand

except:

(a) to “wholesale investors” as that term is defined in clauses 3(2)(a), (c) and (d) of Schedule 1 to

the FMC Act, being a person who is (i) an “investment business”; (ii)“large”; or (iii) “a

government agency”, in each case as defined in Schedule 1 to the FMC Act; and

(b) in other circumstances where there is no contravention of the FMC Act, provided that (without

limiting paragraph (i) above) Instruments may not be offered or transferred to any “eligible

investors” (as defined in the FMC Act) or any person that meets the investment activity

criteria specified in clause 38 of Schedule 1 to the FMC Act.

General

Each Dealer has agreed, and each further Dealer appointed under the Programme will be required to agree, that

it will, to the best of its knowledge, comply with all relevant laws, regulations and directives in each jurisdiction

in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Prospectus, any

other offering material or any Final Terms, and will obtain any consent, approval or permission required by it

for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction

to which it is subject or in which it makes such purchases, offers, sales or delivery and the Issuer shall not have

any responsibility therefor.

Other than the approval by the UKLA of the Prospectus as a base prospectus for purposes of Article 5.4 of the

Prospectus Directive, no action has been taken in any jurisdiction that would permit a public offering of any of

the Notes, or possession or distribution of the Prospectus or any other offering material or any Final Terms, in

any country or jurisdiction where action for that purpose is required.

121

None of the Issuer or the Dealers represents that Notes may at any time lawfully be sold in compliance with any

applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available

thereunder, or assumes any responsibility for facilitating such sale.

The selling restrictions may be modified by the agreement of the Issuer and the Dealers following a change in a

relevant law, regulation or directive or in respect of any Series or Tranche. Any such modification may be set

out in the applicable Final Terms issued in respect of the issue of Notes to which it relates. With regard to each

Series, the relevant Dealer will be required to comply with such other restrictions as the Issuer and the relevant

Dealer shall agree and as shall be set out in the applicable Final Terms.

Neither this Prospectus nor any Final Terms constitute, nor may they be used for or in connection with, an offer

or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person

to whom it is unlawful to make such an offer or solicitation. The distribution of this Prospectus and the offering

and sale of the Notes may be restricted by law in certain jurisdictions. Persons into whose possession this

Prospectus comes are required by the Issuer and the Dealers to inform themselves about and to observe any such

restrictions.

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PRO FORMA FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the

Programme pursuant to this Prospectus with a denomination of at least EUR100,000 (or its equivalent in

another currency).

Final Terms dated [●]

Canadian Imperial Bank of Commerce

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

under a US$20,000,000,000 Note Issuance Programme

[PROHIBITION OF SALES TO EEA RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or

otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a

retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)

of Directive 2014/65/EU (“MiFID II”); (ii) a customer within the meaning of Directive 2002/92/EC (“IMD”),

where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID

II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the “Prospectus

Directive”). Consequently no key information document required by Regulation (EU) No 1286/2014 (the

“PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in

the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to

any retail investor in the EEA may be unlawful under the PRIIPS Regulation.]

PART A – CONTRACTUAL TERMS

[Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the

“Conditions”) set forth in the Prospectus dated 7 June 2017 [and the supplemental Prospectus dated ●] which

[together] constitute[s] a base prospectus (the “Prospectus”) for the purposes of the Prospectus Directive

(Directive 2003/71/EC, as amended, including by Directive 2010/73/EU) (the “Prospectus Directive”). This

document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the

Prospectus Directive and must be read in conjunction with such Prospectus [as so supplemented]. Full

information on the Issuer and the offer of the Notes is only available on the basis of the combination of these

Final Terms and the Prospectus [as so supplemented]. A summary of the Notes (which comprises the summary

in the Prospectus as completed to reflect the provisions of these Final Terms) is annexed to these Final Terms.

The Prospectus [and the supplemental Prospectus] [is] [are] available for viewing during normal business hours

at and copies may be obtained from the registered office of the Issuer at 199 Bay St., Toronto, Canada M5L

1A2, and at the office of the Fiscal Agent, Deutsche Bank AG, London Branch at Winchester House, 1 Great

Winchester Street, London EC2N 2DB and may also be viewed on the website of the Regulatory News Service

operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-

news/market-news-home.html under the name of the Issuer [and copies may be available from [].]

[Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the

“Conditions”) set forth in the Prospectus dated [●] (the “Conditions”), which are incorporated by reference in

the prospectus dated 7 June 2017. This document constitutes the Final Terms of the Notes described herein for

the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC, as amended, including by

Directive 2010/73/EU) (the “Prospectus Directive”) and must be read in conjunction with the Prospectus dated

7 June 2017 [and the supplemental Prospectus dated ●], which [together] constitute[s] a base prospectus for the

purposes of the Prospectus Directive, and the Conditions which are incorporated by reference in the Prospectus

dated 7 June 2017. Full information on the Issuer and the offer of the Notes is only available on the basis of the

123

combination of these Final Terms and the Prospectus dated 7 June 2017 [and the supplemental Prospectus dated

●]. A summary of the Notes (which comprises the summary in the Prospectus as completed to reflect the

provisions of these Final Terms) is annexed to these Final Terms. The Prospectus dated 7 June 2017 [and the

supplemental Prospectus(es)] are available for viewing during normal business hours at and copies may be

obtained from the registered office of the Issuer at 199 Bay St., Toronto, Canada M5L 1A2, and at the office of

the Fiscal Agent, Deutsche Bank AG, London Branch at Winchester House, 1 Great Winchester Street, London

EC2N 2DB and may also be viewed on the website of the Regulatory News Service operated by the London

Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html

under the name of the Issuer [and copies may be available from []].

1. Issuer: Canadian Imperial Bank of Commerce

Branch: [Head Office, Toronto] [Hong Kong Branch] [London

Branch] [Not applicable]

2. [(i)] Series Number: [●]

[(ii) [Tranche Number: [●] ]

[(iii) Date on which the Notes will be

consolidated and form a single

Series:

[The Notes will be consolidated and form a single Series

with [ ] on [the Issue Date/exchange of the temporary

Global Note for interests in the permanent Global Note,

as referred to in paragraph 22 below, which is expected

to occur on or about [ ]]/Not Applicable]]

3. Specified Currency or Currencies: [●]

4. Aggregate Nominal Amount of Notes: [●]

[(i)] Series: [●]

[(ii) Tranche: [●]]

5. Issue Price: [●] per cent. of the Aggregate Nominal Amount [plus

accrued interest from [ ]]

6. (i) Specified Denominations: [●] [and integral multiples of [●] in excess thereof up to

and including [●]. No Notes in definitive form will be

issued with a denomination above [●]

(ii) Calculation Amount: [●]

7. (i) Issue Date: [●]

(ii) Interest Commencement Date: [[●]/ Issue Date/Not Applicable]

(iii) CNY Issue Trade Date: [●] [Not Applicable]

8. Maturity Date: [ ][The Interest Payment Date falling in or nearest

to [ ]]

9. Interest Basis: [[●] per cent. Fixed Rate]

[[ ] month [ ]

[LIBOR/EURIBOR/EONIA/CAD-BA-CDOR/CAD-

CORRA/SONIA/TIBOR/BBR/CIBOR/STIBOR/NIBOR

/SIBOR/ HIBOR/Federal Funds Rate] +/– [ ] per cent.

Floating Rate]

[Zero Coupon]

(see paragraph [15/16/17] below)

124

10. Redemption/Payment Basis: [Redemption at par] [●]

11. Change of Interest Basis: [●] [Not Applicable][ Applicable] [For the period from

(and including) the Interest Commencement Date, up to

(but excluding) [ ] paragraph [15/16] applies and for the

period from (and including) [ ], [up to (but excluding)]

the Maturity Date, paragraph [15/16] applies] ]

12. Put/Call Options: [Put Option]

[Call Option]

[Not Applicable]

13. Status of the Notes: [Deposit Notes][Subordinated Notes]

14. [Date [Board] approval for issuance of

Notes obtained:]

[ ][and [ ], respectively]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions: [Applicable/Not Applicable]

(i) Rate[(s)] of Interest: [●] per cent. per annum [payable [annually/semi-

annually/quarterly/monthly] in arrear] on each Interest

Payment Date

(ii) Interest Payment Date(s): [●] in each year, commencing on [ ], [up to and

including the Maturity Date][adjusted in accordance with

the Business Day Convention/not adjusted]

(iii) Fixed Coupon Amount[(s)]: [●] per Calculation Amount

(iv) Broken Amount(s): [●] per Calculation Amount, payable on the Interest

Payment Date falling [in/on] [ ]/Not Applicable]

(v) Day Count Fraction: [30/360 / Actual/Actual ([ICMA] /[ISDA])]

(vi) Determination Dates: [[●] in each year/Not Applicable]

(vii) Business Day Convention: [Following Business Day Convention/ Modified

Following Business Day Convention/ Preceding Business

Day Convention][Not Applicable]

16. Floating Rate Note Provisions: [Applicable/Not Applicable]

(i) Interest Period(s): [●] [each consisting of [●] Interest Accrual Periods each

of [●]][, subject to adjustment in accordance with the

Business Day Convention set out below]

(ii) Interest Period Date(s): [[●]/Not Applicable]

(iii) Interest Payment Dates: [●] in each year commencing [●] [, subject to adjustment

in accordance with the Business Day Convention set out

below]

(iv) Business Day Convention: [Floating Rate Business Day Convention/ Following

Business Day Convention/ Modified Following Business

Day Convention/ Preceding Business Day Convention]

(v) Business Centre(s): [●]

125

(vi) Manner in which the Rate(s) of

Interest is/are to be determined:

[Screen Rate Determination/ISDA Determination]

(vii) Party responsible for calculating

the Rate(s) of Interest and Interest

Amount(s) (if not the Fiscal

Agent):

[●]

(viii) Screen Rate Determination: [Applicable/Not Applicable]

- Reference Rate: [[ ] month [ ] [LIBOR/EURIBOR/EONIA/CAD-

BA-CDOR/CAD-CORRA/SONIA/TIBOR/BBR/

CIBOR/STIBOR/ NIBOR/SIBOR/HIBOR/Federal

Funds Rate]]

- Interest Determination Date(s): [●]

- Relevant Screen Page: [●]

- Fallback Screen Page: [●]

- Relevant Financial Centre:

[London/Euro-zone/ Toronto/Tokyo/Wellington/Sydney/

Copenhagen/Stockholm/Oslo/Singapore/Hong

Kong/New York]

- Relevant Time: [11:00 am (London/Brussels/Tokyo/Copenhagen/

Stockholm /Wellington/Singapore//New York time)

/10:00 am (Toronto time)/9:00 am (Toronto

time)/10:00/10:10 am (Sydney time)/12:00 noon (Oslo

time)/5:00 pm (New York time)][[11:00/11:15] am

(Hong Kong time][Not Applicable]

(ix) ISDA Determination:

- Floating Rate Option:

- Designated Maturity:

- Reset Date:

[Applicable/Not Applicable]

[●]

[●]

[●]

(x) Margin(s): [[+/-] [●] per cent. per annum/Not Applicable]

(xi) Interest Amount(s): [[●] per Calculation Amount/ Calculated in accordance

with Condition 4(i)]

(xii) Minimum [Rate of

Interest][Interest Amount]:

[[●] per cent. per annum] [[●] per Calculation Amount]

[Not Applicable]

(xiii) Maximum [Rate of

Interest][Interest Amount]:

[[●] per cent. per annum][[●] per Calculation Amount]

[Not Applicable]

126

(xiv) Day Count Fraction: [Actual/Actual

Actual/Actual (ISDA)

Actual/365 (Fixed)

Actual/Actual (ICMA)

Actual/360

Actual/365 (Sterling)

30/360, 360/360, Bond Basis

30E/360

30E/360 (ISDA)]

17. Zero Coupon Note Provisions: [Applicable/Not Applicable]

(i) Amortization Yield: [●] per cent. per annum

(ii) Day Count Fraction in relation to

Early Redemption Amounts:

[30/360

Actual/360

Actual/365]

PROVISIONS RELATING TO REDEMPTION OR AUTOMATIC CONVERSION

18. Call Option: [Applicable/Not Applicable]

(i) Optional Redemption Date(s): [●]

(ii) Optional Redemption Amount(s) of

each Note:

[●] per Calculation Amount

(iii) If redeemable in part:

(a) Minimum Redemption

Amount:

[●] per Calculation Amount

(b) Maximum Redemption

Amount:

[●] per Calculation Amount

(iv) Notice period: [●]

19. Put Option: [Applicable/Not Applicable]

(i) Optional Redemption Date(s): [●]

(ii) Optional Redemption Amount(s) of

each Note:

[●] per Calculation Amount

(iii) Notice period: [●]

20. Early Redemption on Occurrence of

Special Event:

[Applicable/Not Applicable]

21. Final Redemption Amount of each Note: [[●] per Calculation Amount] [●]

22. Early Redemption Amount: [[●] per Calculation Amount] [●]

23. Provisions relating to Automatic

Conversion:

[Applicable/Not Applicable: the Notes are not

Subordinated Notes]

Specified Time: [●]

127

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24. Form of Notes: [Bearer Notes/ Exchangeable Bearer Notes:]

[Temporary Global Note exchangeable for a permanent

Global Note which is exchangeable for Definitive Notes

on [●] days’ notice/at any time/in the limited

circumstances specified in the permanent Global Note]

[and/or Registered Notes]

[Temporary Global Note exchangeable for Definitive

Notes on [●] days’ notice] [and/or Registered Notes]

[Permanent Global Note exchangeable for Definitive

Notes on [●] days’ notice/at any time/in the limited

circumstances specified in the permanent Global Note]

[and/or Registered Notes]

[Registered Notes]

[Restricted/Unrestricted] Global Registered Note

registered in the name of a nominee for a common

depositary for Euroclear and Clearstream, Luxembourg

/a nominee of DTC]

25. New Global Note: [Yes/No]

26. Financial Centre(s) or other special

provisions relating to payment dates:

[Not Applicable] [●]

27. Talons for future Coupons to be attached to

Definitive Notes:

[Yes/No]

Signed on behalf of the Issuer:

By: ............................................

Duly authorized

128

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) [Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to the

Official List and admitted to trading on the London Stock Exchange’s Regulated Market with effect

from [●].]

[Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to the Official

List and admitted to trading on the London Stock Exchange’s Regulated Market with effect from [●].]

(ii) Estimate of total expenses related to

admission to trading:

[●]

2. RATINGS

Ratings: The Notes to be issued have [been rated] [not been rated.]:

[S & P USA: [●]]

[Moody’s USA: [●]]

[Fitch]: [●]]

3. [INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER]

Save for any fees payable to the [Managers/Dealer], so far as the Issuer is aware, no person involved in

the issue of the Notes has an interest material to the offer. The [Managers/Dealers] and their affiliates

have engaged, and may in the future engage, in investment banking and/or commercial banking

transactions with, and may perform other services for, the Issuer in the ordinary course.

4. [Fixed Rate Notes only – YIELD

Indication of yield: [●] [Not Applicable]

5. OPERATIONAL INFORMATION

(i) ISIN Code: [●]

(ii) Common Code: [●]

(iii) Any clearing system(s) other

than Euroclear Bank

S.A./N.V. and Clearstream

Banking S.A./ The Depository

Trust Company and the

relevant identification

number(s):

[Not Applicable/CUSIP Number:/ [●]]

(iv) Delivery: Delivery [against/free of] payment

(v) Calculation Agent: [●]

(vi) Registrar: [Deutsche Bank AG, Hong Kong Branch] [Deutsche Bank

Luxembourg S.A.][Deutsche Bank Trust Company

Americas][Not Applicable]

(vii) [Paying][Transfer] Agent: [Deutsche Bank AG, London Branch] [Deutsche Bank AG,

Hong Kong Branch] [Deutsche Bank Luxembourg S.A.]

129

(vii) Names and addresses of

additional Paying

Agent(s)/Registrar (if any):

[[ ]/Not Applicable]

6. THIRD PARTY INFORMATION

[ ] has been extracted from [ ]. The Issuer confirms that such information has been accurately reproduced

and that, so far as it is aware, and is able to ascertain from information published by [ ], no facts have

been omitted which would render the reproduced information inaccurate or misleading.][Not Applicable]

7. GENERAL

(i) Governing Law: [Ontario Law/English law]

(ii) Applicable TEFRA

exemption:

[C Rules/D Rules/Excluded Issue]

(iii) US Selling Restrictions: [Reg. S Compliance Category 2; C Rules/D Rules/Excluded

Issue] [Rule 144A eligible]

(iv) Prohibition of Sales to EEA

Retail Investors:

[Applicable/Not Applicable]

130

PRO FORMA FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued

under the Programme pursuant to this Prospectus with a denomination of less than EUR100,000 (or its

equivalent in another currency).

Final Terms dated [●]

Canadian Imperial Bank of Commerce

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

under a US$20,000,000,000 Note Issuance Programme

Any person making or intending to make an offer of Notes may only offer Notes to any legal entity

which is a qualified investor as defined in the Prospectus Directive or in other circumstances falling

with Article 3(2) of the Prospectus Directive. For the purposes of these Final Terms, the expression

“Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive

2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

[PROHIBITION OF SALES TO EEA RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be

offered, sold or otherwise made available to any retail investor in the European Economic Area

(“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client

as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MiFID II”); (ii) a customer within

the meaning of Directive 2002/92/EC (“IMD”), where that customer would not qualify as a

professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor

as defined in Directive 2003/71/EC (as amended, the “Prospectus Directive”). Consequently no key

information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for

offering or selling the Notes or otherwise making them available to retail investors in the EEA has been

prepared and therefore offering or selling the Notes or otherwise making them available to any retail

investor in the EEA may be unlawful under the PRIIPS Regulation.]

PART A – CONTRACTUAL TERMS

[Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions

(the “Conditions”) set forth in the Prospectus dated 7 June 2017 [and the supplemental Prospectus

dated ●] which [together] constitute[s] a base prospectus (the “Prospectus”) for the purposes of the

Prospectus Directive. This document constitutes the Final Terms of the Notes described herein for the

purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such

Prospectus [as so supplemented]. Full information on the Issuer and the offer of the Notes is only

available on the basis of the combination of these Final Terms and the Prospectus [as so

supplemented]. A summary of the Notes (which comprises the summary in the Prospectus as

completed to reflect the provisions of these Final Terms) is annexed to these Final Terms. The

Prospectus [and the supplemental Prospectus] [is] [are] available for viewing during normal business

hours at and copies may be obtained from the registered office of the Issuer at 199 Bay St., Toronto,

Canada M5L 1A2, and at the office of the Fiscal Agent, Deutsche Bank AG, London Branch at

Winchester House, 1 Great Winchester Street, London EC2N 2DB and may also be viewed on the

website of the Regulatory News Service operated by the London Stock Exchange at

http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html under the

name of the Issuer [and copies may be available from [●].]

[Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions

(the “Conditions”) set forth in the Prospectus dated [●] (the “Conditions”), which are incorporated by

reference in the prospectus dated 7 June 2017. This document constitutes the Final Terms of the Notes

131

described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in

conjunction with the Prospectus dated 7 June 2017 [and the supplemental Prospectus dated ●], which

[together] constitute[s] a base prospectus for the purposes of the Prospectus Directive, and the

Conditions which are incorporated by reference in the Prospectus dated 7 June 2017. Full information

on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final

Terms and the Prospectus dated 7 June 2017 [and the supplemental Prospectus dated ●]. A summary of

the Notes (which comprises the summary in the Prospectus as completed to reflect the provisions of

these Final Terms) is annexed to these Final Terms. The Prospectus dated 7 June 2017 [and the

supplemental Prospectus(es)] are available for viewing during normal business hours at and copies may

be obtained from the registered office of the Issuer at 199 Bay St., Toronto, Canada M5L 1A2, and at

the office of the Fiscal Agent, Deutsche Bank AG, London Branch at Winchester House, 1 Great

Winchester Street, London EC2N 2DB and may also be viewed on the website of the Regulatory News

Service operated by the London Stock Exchange at

http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html under the

name of the Issuer [and copies may be available from [●]].

1. Issuer: Canadian Imperial Bank of Commerce

Branch: [Head Office, Toronto] [Hong Kong Branch] [London

Branch] [Not applicable]

2. [(i)] Series Number: [●]

[(ii) [Tranche Number: [●] ]

[(iii) Date on which the Notes will be

consolidated and form a single

Series:

[The Notes will be consolidated and form a single Series

with [ ] on [the Issue Date/exchange of the temporary

Global Note for interests in the permanent Global Note,

as referred to in paragraph 22 below, which is expected

to occur on or about [ ]]/Not Applicable]]

3. Specified Currency or Currencies: [●]

4. Aggregate Nominal Amount of Notes: [●]

[(i)] Series: [●]

[(ii) Tranche: [●]]

5. Issue Price: [●] per cent. of the Aggregate Nominal Amount [plus

accrued interest from [ ]]

6. (i) Specified Denominations: [●] [and integral multiples of [●] in excess thereof up to

and including [●]. No Notes in definitive form will be

issued with a denomination above [●]]

(ii) Calculation Amount: [●]

7. (i) Issue Date: [●]

(ii) Interest Commencement Date: [[●]/ Issue Date/Not Applicable]

(iii) CNY Issue Trade Date: [●] [Not Applicable]

8. Maturity Date: [ ][The Interest Payment Date falling in or nearest

to [ ]]

132

9. Interest Basis: [[●] per cent. Fixed Rate]

[[ ] month [ ] [LIBOR/EURIBOR/EONIA/CAD-

BA-CDOR/CAD-CORRA/SONIA/TIBOR/BBR/

CIBOR/STIBOR/ NIBOR/SIBOR/HIBOR/Federal

Funds Rate] +/– [ ] per cent. Floating Rate]

[Zero Coupon]

(see paragraph [15/16/17] below)

10. Redemption/Payment Basis: [Redemption at par] [●]

11. Change of Interest Basis: [●] [Not Applicable] [For the period from (and

including) the Interest Commencement Date, up to (but

excluding) [ ] paragraph [15/16] applies and for the

period from (and including) [ ], [up to (but excluding)]

the Maturity Date, paragraph [15/16] applies]

12. Put/Call Options: [Put Option]

[Call Option]

[Not Applicable]

13. Status of the Notes: Deposit Notes

14. [Date [Board] approval for issuance of Notes

obtained:]

[ ][and [ ], respectively]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions: [Applicable/Not Applicable]

(i) Rate[(s)] of Interest: [●] per cent. per annum [payable [annually/semi-

annually/quarterly/monthly/[●]] in arrear] on each

Interest Payment Date

(ii) Interest Payment Date(s): [●] in each year, commencing on [ ], [up to and

including the Maturity Date] [adjusted in accordance

with the Business Day Convention/not adjusted]

(iii) Fixed Coupon Amount[(s)]: [●] per Calculation Amount

(iv) Broken Amount(s): [[●] per Calculation Amount, payable on the Interest

Payment Date falling [in/on]/Not Applicable]

(v) Day Count Fraction: [30/360 / Actual/Actual ([ICMA] /[ISDA])

(vi) Determination Dates: [[●] in each year][Not Applicable]

(vii) Business Day Convention: [Following Business Day Convention/ Modified

Following Business Day Convention/ Preceding

Business Day Convention/Not Applicable]

16. Floating Rate Note Provisions: [Applicable/Not Applicable]

(i) Interest Period(s): [●] [each consisting of [●] Interest Accrual Periods each

of [●]][, subject to adjustment in accordance with the

Business Day Convention set out below]

(ii) Interest Period Date(s): [[●]/Not Applicable]

133

(iii) Interest Payment Dates: [●] in each year commencing [●][, subject to adjustment

in accordance with the Business Day Convention set out

below]

(iv) Business Day Convention: [Floating Rate Business Day Convention/ Following

Business Day Convention/ Modified Following Business

Day Convention/ Preceding Business Day Convention]

(v) Business Centre(s): [●]

(vi) Manner in which the Rate(s) of

Interest is/are to be determined:

[Screen Rate Determination/ISDA Determination]

(vii) Party responsible for calculating the

Rate(s) of Interest and Interest

Amount(s) (if not the Fiscal Agent):

[●]

(viii) Screen Rate Determination: [Applicable/Not Applicable]

- Reference Rate: [[ ] month [ ] [LIBOR/EURIBOR/EONIA/CAD-

BA-CDOR/CAD-CORRA/SONIA/TIBOR/BBR/CIBOR

/STIBOR/NIBOR/SIBOR/HIBOR/Federal Funds Rate]]

- Interest Determination Date(s): [●]

- Relevant Screen Page: [●]

- Fallback Screen Page: [●]

- Relevant Financial Centre:

[London/Euro-zone/ Toronto/Tokyo/Wellington/Sydney/

Copenhagen/Stockholm/Oslo/Singapore/Hong

Kong/New York]

- Relevant Time: [11:00 am (London/Brussels/Tokyo/Copenhagen/

Stockholm /Wellington/Singapore/New York time)

/10:00 am (Toronto time)/9:00 am (Toronto

time)/10:00/10:10 am (Sydney time)/12:00 noon (Oslo

time)/5:00 pm (New York time)] [[11:00/11:15] am

(Hong Kong time] [Not Applicable]

(ix) ISDA Determination:

- Floating Rate Option:

- Designated Maturity:

- Reset Date:

[Applicable/Not Applicable]

[●]

[●]

[●]

(x) Margin(s): [[+/-] [●] per cent. per annum/Not Applicable]

(xi) Interest Amount(s): [[●] per Calculation Amount/ Calculated in accordance

with Condition 4(f)]

(xii) Minimum [Rate of Interest][Interest

Amount]:

[[●] per cent. per annum] [[●] per Calculation Amount]

[Not Applicable]

134

(xiii) Maximum [Rate of Interest][Interest

Amount]:

[[●] per cent. per annum][[●] per Calculation Amount]

[Not Applicable]

(xiv) Day Count Fraction: [Actual/Actual

Actual/Actual (ISDA)

Actual/365 (Fixed)

Actual/Actual (ICMA)

Actual/360

Actual/365 (Sterling)

30/360, 360/360, Bond Basis

30E/360

30E/360 (ISDA)]

17. Zero Coupon Note Provisions: [Applicable/Not Applicable]

(i) Amortization Yield: [●] per cent. per annum

(ii) Day Count Fraction in relation to

Early Redemption Amounts:

[30/360

Actual/360

Actual/365]

PROVISIONS RELATING TO REDEMPTION OR AUTOMATIC CONVERSION

18. Call Option: [Applicable/Not Applicable]

(i) Optional Redemption Date(s): [●]

(ii) Optional Redemption Amount(s) of

each Note:

[●] per Calculation Amount

(iii) If redeemable in part:

(a) Minimum Redemption Amount: [●] per Calculation Amount

(b) Maximum Redemption Amount: [●] per Calculation Amount

(iv) Notice period: [●]

19. Put Option: [Applicable/Not Applicable]

(i) Optional Redemption Date(s): [●]

(ii) Optional Redemption Amount(s) of

each Note:

[●] per Calculation Amount

(iii) Notice period: [●]

20. Final Redemption Amount of each Note: [[●] per Calculation Amount] [●]

21. Early Redemption Amount: [[●] per Calculation Amount] [●]

135

GENERAL PROVISIONS APPLICABLE TO THE NOTES

22. Form of Notes: [Bearer Notes/ Exchangeable Bearer Notes:]

[Temporary Global Note exchangeable for a permanent

Global Note which is exchangeable for Definitive Notes

on [●] days’ notice/at any time/in the limited

circumstances specified in the permanent Global Note]

[and/or Registered Notes]

[Temporary Global Note exchangeable for Definitive

Notes on [●] days’ notice] [and/or Registered Notes]

[Permanent Global Note exchangeable for Definitive

Notes on [●] days’ notice/at any time/in the limited

circumstances specified in the permanent Global Note]

[and/or Registered Notes]

[Registered Notes]

[Restricted/Unrestricted] Global Registered Note

registered in the name of a nominee for [a common

depositary for Euroclear and Clearstream, Luxembourg

/a nominee of DTC]

23. New Global Note: [Yes/No]

24. Financial Centre(s) or other special provisions

relating to payment dates:

[Not Applicable] [●]

25. Talons for future Coupons to be attached to

Definitive Notes:

[Yes /No]

DISTRIBUTION

26. (i) A. If syndicated, names and addresses

of Managers and underwriting

commitments:

[ ] [Not Applicable]

B. Date and material features of

Subscription Agreement:

[ ] [Not Applicable]

(ii) If non-syndicated, name [and

address] of relevant Dealer:

[ ] [Not Applicable]

(iii) Total commission and concession: [ ] [Not Applicable]

Signed on behalf of the Issuer:

By: ............................................

Duly authorized

136

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

[Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to the

Official List and admitted to trading on the London Stock Exchange’s Regulated Market with effect from

[●].]

[Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List

and admitted to trading on the London Stock Exchange’s Regulated Market] with effect from [●].]

2. RATINGS

Ratings: The Notes to be issued have [been rated] [not

been rated.]:

[S & P USA: [●]]

[Moody’s USA: [●]]

[Fitch]: [●]]

3. [INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER]

Save for any fees payable to the [Managers/Dealer], so far as the Issuer is aware, no person involved in the

issue of the Notes has an interest material to the offer. The [Managers/Dealers] and their affiliates have

engaged, and may in the future engage, in investment banking and/or commercial banking transactions

with, and may perform other services for, the Issuer in the ordinary course.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) [Reasons for the offer: [●]

(ii) [Estimated net proceeds: [●]

(iii) [Estimated total expenses: [●]

5. [Fixed Rate Notes only – YIELD

Indication of yield: [The yield for the Notes will be [●] on the

Issue Date and will be calculated on the basis

of the compound annual rate of return as if the

Notes were to be purchased at the Issue Price

on the Issue date and held to maturity. This is

not an indication of future yield.][Not

Applicable]

6. [HISTORIC INTEREST RATES

Details of historic [LIBOR/EURIBOR/EONIA/CAD-BA-CDOR/CAD-CORRA/SONIA/TIBOR/BBR/

CIBOR/STIBOR/NIBOR/SIBOR/HIBOR/Federal Funds Rate] can be obtained from [Reuters].]

7. OPERATIONAL INFORMATION

(i) ISIN Code: [●]

(ii) Common Code: [●]

(iii) Any clearing system(s) other than Euroclear

Bank S.A./N.V. and Clearstream Banking S.A./

[Not Applicable/CUSIP Number:/ [●]]

137

The Depository Trust Company and the

relevant identification number(s):

(iv) Delivery: Delivery [against/free of] payment

(v) Calculation Agent: [●]

(vi) Registrar: [Deutsche Bank AG, Hong Kong Branch]

[Deutsche Bank Luxembourg S.A.][Deutsche

Bank Trust Company Americas][Not

Applicable]

(vii) [Paying][Transfer] Agent: [Deutsche Bank AG, London Branch]

[Deutsche Bank AG, Hong Kong Branch]

[Deutsche Bank Luxembourg S.A.]

(vii) Names and addresses of additional Paying

Agent(s) (if any):

[●]

8. THIRD PARTY INFORMATION

[ ] has been extracted from [ ]. The Issuer confirms that such information has been accurately reproduced

and that, so far as it is aware, and is able to ascertain from information published by [ ], no facts have been

omitted which would render the reproduced information inaccurate or misleading.][Not Applicable]

9. GENERAL

(i) Governing Law: [Ontario Law/English law]

(ii) Applicable TEFRA exemption: [C Rules/D Rules/Excluded Issue]

(iii) US Selling Restrictions: [Reg. S Compliance Category 2; C Rules/D

Rules/Excluded Issue] [Rule 144A eligible]

(iv) Prohibition of Sales to EEA Retail Investors: [Applicable/Not Applicable]

138

GENERAL INFORMATION

(1) It is expected that listing of the Programme on the Official List and admission to trading on

the Regulated Market will be granted on or about 9 June 2017. Any Tranche of Notes which is to be

listed on the Official List and admitted to trading on the Regulated Market will be admitted separately

upon submission of the applicable Final Terms and any other information required, subject only to the

issue of a Global Note in respect of such Tranche. Prior to official listing and admission to trading of a

particular Tranche, however, dealings in Notes of such Tranche will be permitted by the London Stock

Exchange in accordance with its rules. Prices of Notes listed on the Official List and admitted to

trading on the Regulated Market will be expressed as a percentage of their nominal amount (exclusive

of accrued interest). Transactions will normally be effected for delivery on the third working day after

the day of the transaction.

(2) The Issuer has obtained all necessary consents, approvals and authorizations in connection

with the issue of the Notes. Notes issued under the Programme by CIBC are authorized by its Charter.

The establishment and update of the Programme and the issue of Notes thereunder was confirmed and

approved by resolution of the Board of Directors of CIBC passed on 26 May 2016.

(3) Since 30 April 2017, the last day of the financial period in respect of which the most recent

comparative unaudited interim consolidated financial statements of the Issuer have been prepared, there

has been no significant change in the financial position of the Issuer and its subsidiaries taken as a

whole. Since 31 October 2016, the date of its last published comparative audited consolidated financial

statements, there has been no material adverse change in the prospects of the Issuer and its subsidiaries

taken as a whole.

(4) Save as disclosed under the heading “Contingent liabilities and provision” in Note 13 to the

Unaudited Interim Consolidated Financial Statements set out on page 57 of the Issuer’s Second Quarter

Report incorporated herein by reference, there are no governmental, legal or arbitration proceedings

(including any such proceedings which are pending or threatened of which CIBC is aware) which may

have, or have had in the twelve months preceding the date of this Prospectus, individually or in the

aggregate, a significant effect on the financial position or profitability of CIBC and its subsidiaries

taken as a whole.

(5) Each Bearer Note, Coupon and Talon will bear the following legend: “Any United States

person who holds this obligation will be subject to limitations under the United States income tax laws,

including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”.

(6) The Issuer may, in certain circumstances, seek to delist Notes which are listed on the

Regulated Market provided that in such cases the Issuer will be required to use its reasonable

endeavours to obtain and maintain a listing of such Notes on an alternative stock exchange or

exchanges (which may be outside the European Union) as agreed between the Issuer and the Dealers.

These circumstances include any future law, rule of the Exchange or any other securities exchange or

any EU Directive imposing requirements (including new corporate governance requirements) on the

Issuer or any of its affiliates that the Issuer in good faith determines are impractical or unduly

burdensome in order to maintain the continued listing of any Notes issued under the Programme on the

Regulated Market.

(7) Notes have been accepted for clearance through the Euroclear and Clearstream, Luxembourg

systems. In addition, the Issuer may make an application with respect to any Rule 144A Notes to be

accepted for clearance in book-entry form by DTC. The Common Code, the International Securities

Identification Number (ISIN) and (where applicable) the CUSIP number will be set out in the

applicable Final Terms. The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels,

Belgium, the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy L-1855 Luxembourg and

the address of DTC is 570 Washington Boulevard, Jersey City, NJ 07310, United States of America.

The identification number for, and the address of, any alternative clearing system will be specified in

the applicable Final Terms.

(8) The issue price and the amount of the relevant Notes will be determined before filing of the

applicable Final Terms of each Tranche based on then prevailing market conditions. The Issuer does

not intend to provide any post-issuance information in relation to any issues of Notes.

139

(9) The yield for any particular Tranche of Notes will be specified in the applicable Final Terms

and will be calculated on the basis of the compound annual rate of return if the relevant Notes were to

be purchased at the Issue Price on the Issue Date and held to maturity. The applicable Final Terms in

respect of any Floating Rate Notes will not include any indication of yield.

(10) Copies of the latest annual report, annual consolidated financial statements and quarterly

interim financial statements of CIBC and copies of this Prospectus and each Supplement hereto

(including all documents incorporated by reference herein or therein) (i) can be viewed on the website

of the Regulatory News Service operated by the London Stock Exchange at

http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html under the

name of the Issuer and (ii) may be obtained from the head office of the Issuer and the specified office

of each Paying Agent, as set out at the end of this Prospectus. In addition, all that CIBC files

electronically that are incorporated by reference herein, or deemed incorporated herein, can be

retrieved on SEDAR at http://www.sedar.com. Please note that websites and URLs referred to herein

do not form part of this Prospectus.

(11) The Agency Agreement and the Deed of Covenant will be available for inspection at the head

office of the Issuer during normal business hours and at the specified office of each Paying Agent, as

set out at the end of this Prospectus so long as any of the Notes is outstanding. Copies of the

Subscription Agreement and Final Terms in respect of any Tranche of Notes admitted to trading on the

Regulated Market will be available at the registered office of CIBC at 199 Bay St., Toronto, Canada

M5L 1A2, and at the specified office of the Paying Agent in London during normal business hours so

long as any of the Notes of any such Tranche admitted to trading on the Regulated Market is

outstanding.

140

ISSUER

Canadian Imperial Bank of Commerce

Commerce Court

199 Bay St.

Toronto, Ontario

Canada M5L 1A2

FISCAL AGENT, PRINCIPAL PAYING AGENT,

TRANSFER AGENT AND CALCULATION AGENT

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

PAYING AGENT,

REGISTRAR AND TRANSFER AGENT

Deutsche Bank AG, Hong Kong Branch 52nd Floor

International Commerce Centre

1 Austin Road West

Kowloon, Hong Kong

Deutsche Bank Trust Company Americas

60 Wall Street

27th

Floor

MS: 2710

New York, NY 10005

United States

Deutsche Bank Luxembourg S.A. 2 boulevard Konrad Adenauer

L1115 Luxembourg

141

ARRANGER AND DEALER

CIBC World Markets plc

150 Cheapside

London EC2V 6ET

United Kingdom

DEALERS

CIBC World Markets Corp.

300 Madison Avenue

5th

Floor, New York,

10017 NY USA

Barclays Bank PLC

5 The North Colonnade

Canary Wharf, London E14 4BB

United Kingdom

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London, E14 5LB

Commerzbank Aktiengesellschaft

Kaiserstrasse 16 (Kaiserplatz)

60311 Frankfurt am Main

Germany

Credit Suisse Securities (Europe) Limited

One Cabot Square

London E14 4QJ

United Kingdom

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

Natixis

30 avenue Pierre Mendès-France

75013 Paris

France

The Royal Bank of Scotland plc

(trading as NatWest Markets)

250 Bishopsgate

London EC2M 4AA

United Kingdom

UBS Limited

5 Broadgate

London EC2M 2QS

United Kingdom

AUDITORS TO THE ISSUER

Ernst & Young LLP

100 Adelaide Street West

P.O. Box 1

Toronto, Ontario

Canada M5H 0B3

142

LEGAL ADVISERS TO THE ISSUER AS TO CANADIAN AND ENGLISH LAW

McCarthy Tétrault

26th Floor

125 Old Broad Street

London EC2N 1AR

United Kingdom

McCarthy Tétrault LLP

Suite 5300

TD Bank Tower

Toronto Dominion Centre

Toronto, Ontario

M5K 1E6 Canada

LEGAL ADVISERS TO THE ISSUER AS TO UNITED STATES LAW

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

United States

LEGAL ADVISERS TO THE ARRANGER AND THE DEALERS AS TO CANADIAN LAW

Stikeman Elliott (London) LLP

Dauntsey House

4B Frederick’s Place

London EC2R 8AB

United Kingdom

LEGAL ADVISERS TO THE ARRANGER AND THE DEALERS

AS TO ENGLISH AND UNITED STATES LAW

Clifford Chance LLP

10 Upper Bank Street

London E14 5JJ

United Kingdom

143

OFFERING CIRCULAR – NON PD NOTES

PAGES 141 TO 192 INCLUSIVE OF THIS OFFERING MEMORANDUM COMPRISE AN

OFFERING CIRCULAR (THE “OFFERING CIRCULAR”) IN CONNECTION WITH THE

ISSUANCE OF NOTES THAT ARE NOT OFFERED TO THE PUBLIC IN ANY EEA

MEMBER STATE AND ARE NOT ADMITTED TO THE OFFICIAL LIST OF THE UK

LISTING AUTHORITY OR ADMITTED TO TRADING ON THE LONDON STOCK

EXCHANGE’S REGULATED MARKET (“NON PD NOTES”). THE OFFERING CIRCULAR

HAS NOT BEEN REVIEWED OR APPROVED BY THE UK LISTING AUTHORITY AND

DOES NOT CONSTITUTE A PROSPECTUS FOR THE PURPOSES OF THE DIRECTIVE

2003/71/EC, AS AMENDED (THE “PROSPECTUS DIRECTIVE”).

The Offering Circular is to be read in conjunction with the following sections of the prospectus (pages

2 to 140 inclusive of this Offering Memorandum) (the “Prospectus”) (save as amended herein):

Overview

Risk Factors;

Documents Incorporated by Reference;

Cautionary Statement Concerning Forward-Looking Statements;

Summary of Provisions Relating to the Notes while in Global Form;

Clearing and Settlement;

Use of Proceeds;

Canadian Imperial Bank of Commerce;

Taxation;

Subscription and Sale (other than the statement “Other than the approval by the UKLA of the

Prospectus as a base prospectus for purposes of Article 5.4 of the Prospectus Directive,” in the

second paragraph under the heading “General”); and

General Information;

each of which are incorporated by reference herein. This Offering Circular shall be read and construed

on the basis that such sections of the Prospectus are so incorporated and form part of this Offering

Circular, provided that any reference in those sections which have been incorporated herein to “Notes”

shall in this Offering Circular be construed as a reference to “Non PD Notes” and any reference to

“Final Terms” shall be construed as a reference to “Pricing Supplement”.

In addition, each supplement to the Prospectus prepared and published from time to time shall be

incorporated by reference herein upon its publication without further action by the Issuer. Statements

contained in any such supplement (or contained in any document incorporated by reference therein)

shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or

supersede statements contained in this Offering Circular or in a document which is incorporated by

reference in this Offering Circular. Any statement so modified or superseded shall not, except as so

modified or superseded, constitute a part of this Offering Circular. In the event of any significant new

factor, material mistake or inaccuracy relating to information included in this Offering Circular that is

capable of affecting the assessment of any Non PD Notes and that is not otherwise contained in a

supplement to the Prospectus incorporated by reference herein, the Issuer will prepare a supplement to

this Offering Circular or publish a new offering circular for use in connection with any subsequent

issue of Non PD Notes.

144

Under the Programme the Issuer, subject to compliance with all relevant laws, regulations and

directives, may from time to time issue Non PD Notes. Non PD Notes will be either Deposit Notes or

Subordinated Notes.

Non PD Notes may be offered directly to persons other than the Dealers specified herein.

The Programme provides that Non PD Notes may be listed or admitted to trading, as the case may be,

on such stock exchanges or markets as may be agreed between the Issuer and the relevant Dealers(s).

The Issuer may also issue unlisted Non PD Notes and/or Non PD Notes not admitted to trading on any

market.

Prospective investors should ensure that they understand the nature of the relevant Non PD

Notes and the extent of their exposure to risks and that they consider the suitability of the

relevant Notes as an investment in the light of their own circumstances and financial condition. It

is the responsibility of prospective purchasers to ensure that they have sufficient knowledge,

experience and professional advice to make their own legal, financial, tax, accounting and other

business evaluation of the merits and risks of investing in the Non PD Notes and are not relying

on the advice of the Issuer or any Dealer in that regard. Prospective investors should consider

carefully the risks set forth under “Risk Factors” (incorporated by reference herein) prior to

making investment decisions with respect to the Non PD Notes.

The Issuer may agree with any Dealer that Non PD Notes may be issued in a form not contemplated by

the terms and conditions of the Non PD Notes herein, in which event, in the case of listed Non PD

Notes only and if appropriate, a supplementary offering circular or drawdown offering circular will be

published, or such additional terms will be set out in the applicable Pricing Supplement.

Non PD Notes issued under the Programme may be rated or unrated. Where an issue of a certain series

of Non PD Notes is rated, its rating will not necessarily be the same as the rating applicable to the

Programme (if any) and (where applicable) such rating will be specified in the applicable Pricing

Supplement. A rating is not a recommendation to buy, sell or hold securities and may be subject to

suspension, change or withdrawal at any time by the assigning rating agency.

This Offering Circular has been prepared for the purpose of giving information with regard to the

Issuer, which, according to the particular nature of the Issuer and the Non PD Notes, is necessary to

enable investors to make an informed assessment of the assets and liabilities, financial position, profit

and losses and prospects of the Issuer.

The Issuer accepts responsibility for the information contained herein and to the best of its knowledge,

such information is in accordance with the facts and does not omit anything likely to affect the import

of such information.

AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES FROM AN

OFFEROR WILL DO SO, AND OFFERS AND SALES OF THE NOTES TO AN INVESTOR

BY AN OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER

ARRANGEMENTS IN PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR

INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE

ISSUER WILL NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH INVESTORS

(OTHER THAN THE DEALERS) IN CONNECTION WITH THE OFFER OR SALE OF THE

NOTES AND, ACCORDINGLY, THIS OFFERING CIRCULAR AND ANY PRICING

SUPPLEMENT WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR MUST

LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF

SUCH INFORMATION. THE ISSUER HAS NO RESPONSIBILITY TO AN INVESTOR IN

RESPECT OF SUCH INFORMATION.

The Non PD Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as

amended (the “Securities Act”), or with any securities regulatory authority of any state or other

jurisdiction of the United States and Notes issued in bearer form are subject to U.S. tax law

requirements. Subject to certain exceptions, the Non PD Notes may not be offered or sold within the

United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the

Securities Act (“Regulation S”)). The Non PD Notes may be offered and sold (i) within the United

States in registered form only to qualified institutional buyers (each, a “QIB”), as defined in Rule 144A

145

under the Securities Act (“Rule 144A”), in reliance on the exemption from registration provided by

Rule 144A (the “Rule 144A Notes”) and/or (ii) to non-U.S. persons in offshore transactions in reliance

on Regulation S (the “Regulation S Notes”). Prospective purchasers are hereby notified that sellers of

the Non PD Notes may be relying on the exemption from the provisions of Section 5 of the Securities

Act provided by Rule 144A. For a description of these and certain other restrictions, see “Subscription

and Sale”.

The Non PD Notes have not been approved or disapproved by the U.S. Securities and Exchange

Commission (the “SEC”), the securities commission of any State or other jurisdiction in the United

States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or

endorsed the merits of the offering of the Non PD Notes or the accuracy or adequacy of this Offering

Circular. Any representation to the contrary is a criminal offence in the United States.

Non PD Notes may be issued in bearer form or in registered form. Each Tranche of Non PD Notes in

bearer form will be represented on issue by a temporary global note in bearer form (each a “temporary

Global Note”) or a permanent global note in bearer form (each a “permanent Global Note” and

together with a temporary Global Note, collectively referred to as “Global Notes”). The temporary

Global Note representing the interest in a Tranche of Non PD Notes will be exchangeable, in whole or

in part, for a permanent Global Note, or if so indicated in the applicable Pricing Supplement (as defined

herein), definitive notes (“Definitive Notes”), representing such interest on or after the day that is 40

days after the later of the commencement of the offering of the particular Tranche and the relevant

issue date, upon certification as to non-U.S. beneficial ownership.

Global Notes which are stated in the applicable Pricing Supplement to be in new global note (“NGN”)

form will be delivered on or prior to the issue date of the relevant Tranche to a common safekeeper (the

“Common Safekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Banking

S.A. (“Clearstream, Luxembourg”). Global Notes which are stated in the applicable Pricing

Supplement not to be in NGN form may be deposited on the issue date of the relevant Tranche with a

common depositary on behalf of Euroclear and Clearstream, Luxembourg or any other agreed clearing

system.

Each Tranche of Non PD Notes in registered form will be represented by registered certificates (each a

“Certificate”), one Certificate being issued in respect of each Noteholder’s entire holding of

Registered Notes of one Series. Registered Notes, which are sold in an “offshore transaction” within

the meaning of Regulation S under the Securities Act, will initially be represented by a permanent

registered global certificate (each an “Unrestricted Global Certificate”). Global Certificates (as

defined below) which are held in Euroclear and Clearstream, Luxembourg (or any other agreed

clearing system) will be registered in the name of a nominee for Euroclear and Clearstream,

Luxembourg (or any other agreed clearing system), or a common nominee for both, and the respective

Global Certificate(s) will be delivered to the appropriate depositary or, as the case may be, a common

depositary.

Rule 144A Notes will initially be represented by a permanent registered global certificate (each a

“Restricted Global Certificate” and, together with the Unrestricted Global Certificate, the “Global

Certificates”), which will be deposited on the issue date with a custodian for, and registered in the

name of Cede & Co. as nominee for, The Depository Trust Company (“DTC”). Beneficial interests in a

Restricted Global Certificate will be shown on, and transfers thereof will be effected only through,

records maintained by DTC and its participants, including Euroclear and Clearstream, Luxembourg.

The provisions governing the exchange of interests in Global Notes for other Global Notes and

Definitive Notes are described in “Summary of Provisions Relating to the Notes while in Global

Form”, incorporated by reference herein.

No person has been authorized to give any information or to make any representation other than those

contained in this Offering Circular in connection with the issue or sale of the Non PD Notes and, if

given or made, such information or representation must not be relied upon as having been authorized

by the Issuer or any Dealer. Neither the delivery of this Offering Circular (including information

incorporated by reference herein) or any Pricing Supplement nor any offering or sale made in

connection herewith shall, under any circumstances, create any implication that there has been no

adverse change in the affairs or financial condition of the Issuer since the date hereof or the date upon

which this Offering Circular (including information incorporated by reference herein) has been most

146

recently amended or supplemented or that any other information supplied in connection with the

Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the

date indicated in the document containing the same.

Neither this Offering Circular nor any financial statements or other information supplied in relation to

the Programme constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers to

subscribe for, or purchase, any Non PD Notes.

No Dealer makes any representation, warranty or undertaking, express or implied, or accepts any

responsibility, with respect to the accuracy or completeness of any of the information in or

incorporated by reference in this Offering Circular. Neither this Offering Circular nor any Pricing

Supplement nor any financial statements or other information supplied in relation to the Programme are

intended to provide the basis of any credit or other evaluation and should not be considered as a

recommendation by any of the Issuer or any Dealer that any recipient of this Offering Circular or of

any Pricing Supplement or of any such financial statements should purchase the Non PD Notes. Each

potential purchaser of Notes should determine for itself the relevance of the information contained in or

incorporated by reference in this Offering Circular and the applicable Pricing Supplement and its

purchase of Non PD Notes should be based upon such investigation as it deems necessary. Any

purchaser of the Non PD Notes is deemed by its purchase to acknowledge that it is relying solely on the

information contained herein or incorporated by reference herein and on its own investigations in

making its investment decision and is not relying on any Dealer in any manner whatsoever in relation

to its investigation of the Issuer or in relation to such investment decision. No Dealer undertakes to

review the financial condition or affairs of the Issuer during the life of the arrangements contemplated

by this Offering Circular nor to advise any investor or potential investor in the Non PD Notes of any

information coming to the attention of any Dealer. The Dealers accept no liability in relation to the

information contained herein or incorporated by reference herein or any other information provided by

the Issuer in connection with the Non PD Notes, except for any liability arising from or in respect of

any applicable law or regulation.

In making an investment decision, investors must rely on their own examination of the Issuer and the

terms of the Non PD Notes being offered, including the merits and risks involved.

Certain of the Dealers and their affiliates have engaged and may in the future engage in investment

banking and/or commercial banking transactions with, and may perform services for the Issuer and its

affiliates.

The distribution of this Offering Circular and any Pricing Supplement and the offering or sale of the

Non PD Notes in certain jurisdictions may be restricted by law. In particular, no action has been taken

by the Issuer or the Dealers which would permit a public offering of the Non PD Notes or distribution

of this Offering Circular (or any part of it) in any jurisdiction where action for that purpose is required.

Accordingly, the Non PD Notes may not be offered or sold, directly or indirectly, and neither this

Offering Circular nor any advertisement or other offering material may be distributed or published in

any jurisdiction, except under circumstances that will result in compliance with any applicable laws

and regulations and the Dealers have represented that all offers and sales by them will be made on the

same terms. Persons into whose possession this Offering Circular (or any part of it) or any Pricing

Supplement come are required by the Issuer, the Dealers and the Arranger to inform themselves about

and to observe any such restriction.

The contents of this Offering Circular have not been reviewed by any regulatory authority in Hong

Kong. Prospective investors are advised to exercise caution in relation to the offering of Non PD

Notes. If prospective investors are in any doubt about any of the contents of this Offering Circular,

independent professional advice should be obtained.

The Non PD Notes may not be offered, sold or delivered, directly or indirectly, in Canada or to or for

the benefit of residents of Canada in contravention of the securities laws of Canada or any province or

territory thereof. Neither this Offering Circular nor any Pricing Supplement may be used for the

purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is

not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

For a description of certain restrictions on offers, sales and deliveries of Non PD Notes and on the

distribution of this Offering Circular or any Pricing Supplement and other offering material relating to

147

the Notes in Canada, the United States, the European Economic Area (including Luxembourg, the

United Kingdom, The Netherlands, Italy and France), Japan, Hong Kong, Singapore, Taiwan, PRC,

Australia and New Zealand, see “Subscription and Sale”.

Non PD Notes (including Subordinated Notes) issued by the Issuer are not deposits that are insured

under the Canada Deposit Insurance Corporation Act.

None of the Dealers or the Issuer makes any representation to any investor in the Non PD Notes

regarding the legality of its investment under any applicable laws. Any investor in the Non PD Notes

should satisfy itself that it is able to bear the economic risk of an investment in the Non PD Notes for

an indefinite period of time.

Copies of the applicable Pricing Supplement will be available from the specified office of each of the

Paying Agents set out below.

The investment activities of certain investors are subject to legal investment laws and regulations, or

review or regulation by certain authorities. Each potential investor should consult its legal advisers to

determine whether and to what extent (1) Non PD Notes are legal investments for it, (2) Non PD Notes

can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase

or pledge of any Non PD Notes. Financial institutions should consult their legal advisers or the

appropriate regulators to determine the appropriate treatment of Non PD Notes under any applicable

risk-based capital or similar rules.

Each potential investor in any Non PD Notes must determine the suitability of that investment in light

of its own circumstances. In particular, each potential investor should:

(i) have sufficient financial resources and liquidity to bear all of the risks of an investment in the

relevant Non PD Notes, including where principal or interest is payable in one or more

currencies, or where the currency for principal or interest payments is different from the

potential investor’s currency;

(ii) understand thoroughly the terms of the relevant Non PD Notes and be familiar with the

behavior of any relevant financial markets; and

(iii) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for

economic, interest rate and other factors that may affect its investment and its ability to bear

the applicable risks.

PRESENTATION OF INFORMATION

In this Offering Circular, unless otherwise specified or the context otherwise requires, references to

“U.S. dollars”, and “US$” are to United States dollars, references to “C$” are to Canadian dollars,

references to “sterling”, and “£” are to British pounds sterling, references to “Yen” are to Japanese

yen, references to “CNY”, “RMB” and “Renminbi” are to the lawful currency of the People's

Republic of China, excluding the Hong Kong Special Administrative Region, the Macau Special

Administrative Region and Taiwan (the “PRC” or “China”) and references to “€” and “euro” are to

the currency introduced at the start of the third stage of the European economic and monetary union

pursuant to the Treaty on the Functioning of the European Union as amended. In the documents

incorporated by reference in this Offering Circular, unless otherwise specified or the context otherwise

requires, references to “$” are to Canadian dollars.

All references in this Offering Circular to the “European Economic Area” or “EEA” are to the

Member States of the European Union together with Iceland, Norway and Liechtenstein.

U.S. INFORMATION

This Offering Circular may be distributed on a confidential basis in the United States only to QIBs

solely in connection with the consideration of the purchase of the Notes being offered hereby. Its use

for any other purpose in the United States is not authorized. It may not be copied or reproduced in

whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the

prospective investors to whom it is originally submitted.

148

Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt

from the registration requirements of the Securities Act. Each prospective U.S. purchaser of Registered

Notes is hereby notified that the offer and sale of any Registered Notes to it may be made in reliance

upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

Each purchaser or holder of Notes represented by a Restricted Global Certificate or any Notes issued in

registered form in exchange or substitution therefor (together “Restricted Notes”) will be deemed, by

its acceptance or purchase of any such Restricted Notes, to have made certain representations and

agreements intended to restrict the resale or other transfer of such Notes as set out in “Subscription and

Sale” and “Transfer and Selling Restrictions”.

AVAILABLE INFORMATION UNDER RULE 144A

For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under

the Securities Act, the Issuer will, during any period in which it is not subject to Section 13 or Section

15(d) under the U.S. Securities Exchange Act of 1934, as amended, (the “Exchange Act”), nor exempt

from reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any

holder or beneficial owner of a Note, or to any prospective purchaser of a Note designated by such

holder or beneficial owner, the information specified in, and meeting the requirements of, Rule

144A(d)(4) under the Securities Act.

In connection with the issue of any Tranche of Notes, one or more relevant Dealers (the

“Stabilizing Manager(s)”) (or persons acting on behalf of any Stabilizing Manager(s)) may over-

allot Notes or effect transactions with a view to supporting the market price of the Notes at a

level higher than that which might otherwise prevail. However, there is no assurance that the

Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) will

undertake stabilization action. Any stabilization action may begin on or after the date on which

adequate public disclosure of the applicable terms of the offer of the relevant Tranche of Notes is

made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days

after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of

the relevant Tranche of Notes. Any stabilization action or over-allotment must be conducted by

the relevant Stabilizing Manager(s) (or person(s) acting on behalf of any Stabilizing Manager(s))

in accordance with all applicable laws and rules.

Save to the extent specified herein, terms defined in the sections of the Offering Circular incorporated

by reference herein shall have the same meaning when used in this Offering Circular. All references in

this Offering Circular to “Notes” are to “Non PD Notes”.

For the purposes of the issue of Non PD Notes, those sections of the Prospectus incorporated by

reference herein shall be deemed to be amended and supplemented as follows:

1. Defined Terms

All references to the “Prospectus” shall be deemed to be references to the “Offering Circular”.

All references to the “Terms and Conditions of the Notes” shall be deemed to be references to the

“Terms and Conditions of the Notes” set out in this Offering Circular.

All references to “Final Terms” shall be deemed to be references to the “Pricing Supplement” set out

in this Offering Circular.

All references to “Notes” shall be deemed to be references to “Non PD Notes”.

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TERMS AND CONDITIONS OF THE NOTES

The following are (subject to amendment and other than the paragraphs in italics) the Terms and

Conditions of Notes which will be (i) incorporated by reference into each global Note; (ii) endorsed

upon each definitive Note (if any) or incorporated therein by reference and (iii) incorporated by

reference in the Deed Poll as the terms and conditions of Registered Notes. The applicable Pricing

Supplement (as defined below) in relation to any Notes may specify other terms and conditions which

shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions,

replace or modify the following Terms and Conditions for the purposes of such Notes. Reference

should be made to the section headed “Form of Pricing Supplements” for the form of Pricing

Supplement which will include the definition of certain terms used in the following Terms and

Conditions.

All capitalized terms that are not defined in these terms and conditions will have the meanings given to

them in Part A of the Pricing Supplement. Part A of the applicable Pricing Supplement (or the relevant

provisions thereof) will be endorsed on the Global or definitive Notes or Certificates, as the case may

be. References in the terms and conditions to “Notes” are to the Notes of one Series only, not to all

Notes that may be issued under the Programme.

In construing the applicable Pricing Supplement (including, but not, limited to, the application of any

Business Day Conventions referred to therein) capitalized terms used in such Pricing Supplement shall

have the same meanings given to them in these terms and conditions.

The Notes are issued pursuant to an amended and restated agency agreement dated 7 June 2017 (as

amended, restated or supplemented as at the date of issue of the Notes (the “Issue Date”), the “Agency

Agreement”) among Canadian Imperial Bank of Commerce (“CIBC”), Deutsche Bank AG, London

Branch and Deutsche Bank AG, Hong Kong Branch as fiscal agents and the other agents named therein

and with the benefit of an amended and restated Deed of Covenant dated 7 June 2017 (as amended,

restated or replaced as at the Issue Date of the relevant Notes, the “Deed of Covenant”) executed by

CIBC in relation to the Notes. The fiscal agent, the paying agents, the registrar, the transfer agents and

the calculation agent(s) for the time being (if any) are referred to below respectively as the “Fiscal

Agent”, the “Paying Agents” (which expression shall include the Fiscal Agent), the “Registrar”, the

“Transfer Agents” and the “Calculation Agent(s)” and together, as the “Agents”. The Noteholders (as

defined below), the holders of the interest coupons (the “Coupons”) appertaining to interest bearing

Notes in bearer form (and, where applicable in the case of such Notes, talons for further Coupons (the

“Talons”)) (the “Couponholders”) are deemed to have notice of and are bound by all of the provisions

of the Agency Agreement applicable to them.

Copies of the Agency Agreement and the Deed of Covenant are available for inspection at CIBC’s

registered head office at Commerce Court, 199 Bay St., Toronto, Canada M5L 1A2 and at the specified

offices of each of the Paying Agents, the Registrar and the Transfer Agents.

The Notes are issued in series (each, a “Series”), and each Series may comprise one or more tranches

(“Tranches” and each, a “Tranche”) of Notes. References in these terms and conditions (the

“Conditions”), to a Tranche means Notes which are identical in all respects. References in these

Conditions to Notes are to Notes of the relevant Series and any references to Coupons are to Coupons

relating to Notes of the relevant Series.

This Note and other Notes issued in the same Tranche as this Note are subject to Part A of the Pricing

Supplement for the Tranche (the “Pricing Supplement”), a copy of which (or the relevant provisions

thereof) is attached to or endorsed on the Note. The Pricing Supplement supplements these Conditions

and may specify other Conditions which shall, to the extent so specified or to the extent inconsistent

with these Conditions, replace or modify these Conditions for the purposes of this Note. References to

the “applicable Pricing Supplement” are to Part A of the Pricing Supplement (or the relevant provisions

thereof) attached to or endorsed on the Note.

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1. Form, Denomination and Title

This Note is a Deposit Note or a Subordinated Note as indicated in the applicable Pricing Supplement.

The Notes are issued in bearer form (“Bearer Notes”, which expression includes Notes that are

Exchangeable Bearer Notes), in registered form (“Registered Notes”) or in bearer form exchangeable

for Registered Notes (“Exchangeable Bearer Notes”) in each case in the Specified Denomination(s)

shown thereon, provided that in the case of any Notes (“Rule 144A Notes”) which are issued pursuant

to Rule 144A (“Rule 144A”) under the U.S. Securities Act of 1933, as amended (the “Securities

Act”), the minimum Specified Denomination shall not be less than US$200,000 (or its equivalent in

any other currency as at the date of issue of the Notes). Subordinated Notes shall have a minimum

Specified Denomination of not less than €100,000 (or its equivalent in any other currency as at the date

of issue of the Notes).

All Registered Notes shall have the same Specified Denomination. Where Exchangeable Bearer Notes

are issued, the Registered Notes for which they are exchangeable shall have the same Specified

Denomination as the lowest denomination of Exchangeable Bearer Notes. Registered Notes will not be

exchangeable for Bearer Notes.

So long as the Bearer Notes are represented by a temporary Global Note or permanent Global Note

and the relevant clearing system(s) so permit, the Notes shall be tradeable only in principal amounts of

at least the Specified Denomination (or if more than one Specified Denomination, the lowest Specified

Denomination) provided in the applicable Pricing Supplement and (unless otherwise specified in the

applicable Pricing Supplement) higher integral multiples of at least 1,000 in the relevant currency as

provided in the applicable Pricing Supplement (the “Integral Amount”), notwithstanding that no

definitive Notes will be issued with a denomination above the Definitive Amount in such currency. For

purposes of these Conditions, the “Definitive Amount” shall be equal to two times the lowest Specified

Denomination minus the Integral Amount.

Bearer Notes shall be issued in the new global note form if so specified in the applicable Pricing

Supplement.

This Note may be a Note bearing interest on a fixed rate basis (“Fixed Rate Note”), a Note bearing

interest on a floating rate basis (“Floating Rate Note”), a Note issued on a non-interest bearing basis

(“Zero Coupon Note”), a Note with respect to which principal and/or interest is payable in one or

more Specified Currencies other than the Specified Currency in which it is denominated (“Dual

Currency Note”), a variable rate Note whose coupon and value increases as a benchmark interest rate

declines (“Inverse Floating Rate Note”), a Fixed/Floating Rate Note, or a combination of any of the

foregoing or any other kind of Note, depending upon the Interest Basis and/or Redemption/Payment

Basis specified in the applicable Pricing Supplement.

The Notes are denominated in the currency specified in the applicable Pricing Supplement.

(a) Bearer Notes

Bearer Notes are serially numbered and, if so specified in the applicable Pricing Supplement,

have attached thereto at the time of their initial delivery Coupons, presentation of which will

be a prerequisite to the payment of interest save in certain circumstances specified herein, and,

where so specified in the applicable Pricing Supplement, shall also have attached thereto at the

time of their initial delivery a talon (a “Talon”) for further coupons except that in the case of

Zero Coupon Notes no Coupons or Talons shall be attached thereto and references to interest

(other than in relation to interest due after the Maturity Date), Coupons and Talons in these

Conditions are not applicable. The expression “Coupons” shall, where the context so

requires, include Talons.

Title to the Bearer Notes and the Coupons and Talons shall pass by delivery.

(b) Registered Notes

Registered Notes are represented by registered certificates (“Certificates”) and, save as

provided in Condition 2, each Certificate shall represent the entire holding of Registered Notes

by the same holder. Rule 144A Notes will initially be represented by a permanent restricted

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global certificate (a “Restricted Global Certificate”). Registered Notes, if specified in the

applicable Pricing Supplement, will be issued in the form of one or more Restricted Global

Certificates and may be registered in the name of, or in the name of a nominee for, The

Depository Trust Company (“DTC”).

Title to the Registered Notes shall pass by registration in the register that the Issuer shall

procure to be kept by the Registrar in accordance with the provisions of the Agency

Agreement (the “Register”).

(c) Holders

Except as ordered by a court of competent jurisdiction or as required by law, the Holder (as

defined below) of any Note, Coupon or Talon shall be deemed to be and may be treated as its

absolute owner for all purposes, whether or not it is overdue and regardless of any notice of

ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or

its theft or loss (or that of the related Certificate) and no person shall be liable for so treating

the Holder.

In these Conditions, “Noteholder” or “Holder” means the bearer of any Bearer Note, Coupon

or Talon or the person in whose name a Registered Note is registered (as the case may be) and

capitalized terms have the meanings given to them herein or in the applicable Pricing

Supplement, the absence of any such meaning indicating that such term is not applicable to the

Notes.

For greater certainty, any Note or Certificate delivered or issued by the Issuer pursuant to

Condition 2, any permanent Global Note delivered or issued upon an exchange of a temporary

Global Note in accordance with the terms thereof and any direct rights arising under the Deed

of Covenant shall not constitute new indebtedness but rather shall in each case evidence the

same indebtedness of the Issuer evidenced by the prior existing Note or Certificate.

2. Exchanges of Exchangeable Bearer Notes and Transfers of Registered Notes

(a) Exchange of Exchangeable Bearer Notes

Subject as provided in Condition 2(f), Notes which are designated in the applicable Pricing

Supplement to be Exchangeable Bearer Notes may be exchanged for the same Nominal

Amount of Registered Notes at the request in writing of the relevant Noteholder who shall

deliver an exchange notice in the form set out in Part B of Schedule 4 to the Agency

Agreement to the specified office (which shall in no case be within the United States of

America) of the Registrar or any Transfer Agent and upon surrender of each Exchangeable

Bearer Note to be exchanged, together with all unmatured Coupons and Talons relating to it,

at the specified office of the Registrar or any Transfer Agent; provided, however, that where

an Exchangeable Bearer Note is surrendered for exchange after the Record Date (as defined in

Condition 6(b)) for any payment of interest and prior to the due date for such payment, the

Coupon in respect of that payment of interest need not be surrendered with it. Registered

Notes may not be exchanged for Bearer Notes. Bearer Notes of one Specified Denomination

may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes that

are not Exchangeable Bearer Notes may not be exchanged for Registered Notes.

(b) Transfer of Registered Notes

One or more Registered Notes may be transferred upon the surrender (at the specified office

of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes

to be transferred, together with the form of transfer endorsed on such Certificate (or such other

form of transfer substantially in the same form and containing the same representations and

certifications (if any), unless otherwise agreed by the Issuer) duly completed and executed and

any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a

transfer of part only of a holding of Registered Notes represented by one Certificate, a new

Certificate shall be issued to the transferee in respect of the part transferred and a further new

Certificate in respect of the balance of the holding not transferred shall be issued to the

transferor.

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Prior to the 40th day after the later of the commencement of the offering of the particular

Tranche of Notes and the issue date (such period through and including the 40th day, the

“Distribution Compliance Period”), transfers by an owner of a beneficial interest in a

permanent registered global certificate (an “Unrestricted Global Certificate”) to a transferee

who takes delivery of such interest through a Restricted Global Certificate will be made only

in accordance with the applicable procedures of DTC and upon receipt by the Registrar or any

Transfer Agent of a written certification from Euroclear Bank S.A./N.V. (“Euroclear”) or

Clearstream Banking S.A. (“Clearstream, Luxembourg”) as the case may be (based on a

written certificate from the transferor of such interest) to the effect that such transfer is being

made to a person who the transferor reasonably believes is a qualified institutional buyer

(“QIB”) within the meaning of Rule 144A in a transaction meeting the requirements of Rule

144A and in accordance with any applicable securities law of any State of the United States or

any other jurisdiction and giving details of the account at Euroclear or Clearstream,

Luxembourg, as the case may be, and/or DTC to be credited and debited, respectively, with an

interest in the relevant Global Certificates. This certification will no longer be required after

the expiration of the Distribution Compliance Period.

Transfers by an owner of a beneficial interest in a Restricted Global Certificate to a transferee

who takes delivery of that interest through an Unrestricted Global Certificate, whether before

or after the expiration of the Distribution Compliance Period, will be made only upon receipt

by the Registrar or any Transfer Agent of a certification from the transferor to the effect that

such transfer is being made in accordance with Regulation S under the Securities Act

(“Regulation S”) or (if available) Rule 144A under the Securities Act and that, if such transfer

is being made prior to the expiration of the Distribution Compliance Period, the interest

transferred will be held immediately thereafter through Euroclear and/or Clearstream,

Luxembourg and giving details of the account at Euroclear or Clearstream, Luxembourg, as

the case may be, and/or DTC to be credited and debited, respectively, with an interest in the

relevant Global Certificates.

Exchanges of beneficial interests in a Global Certificate for interests in another Global

Certificate will be subject to the applicable rules and procedures of DTC, Euroclear and/or

Clearstream, Luxembourg and their direct and indirect participants. Any beneficial interest in

one of the Global Certificates that is transferred to a person who takes delivery in the form of

an interest in another Global Certificate will, upon transfer, cease to be an interest in that

Global Certificate and become an interest in the Global Certificate to which the beneficial

interest is transferred and, accordingly, will thereafter be subject to all transfer restrictions, if

any, and other procedures applicable to beneficial interests in the Global Certificate to which

the beneficial interest is transferred for as long as it remains an interest in that Global

Certificate.

(c) Exercise of Options and Puts or Partial Redemption in Respect of Registered Notes

In the case of a Call Option or a Put Option in respect of, or a partial redemption of, a holding

of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the

Holder to reflect the exercise of such option or in respect of the balance of the holding not

redeemed. In the case of a partial exercise of either a Call Option or a Put Option resulting in

Registered Notes of the same holding having different terms, separate Certificates shall be

issued in respect of those Notes of that holding that have the same terms. New Certificates

shall only be issued against surrender of the existing Certificates to the Registrar or any

Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a

Holder of Registered Notes, a new Certificate representing the enlarged holding shall only be

issued against surrender of the Certificate representing the existing holding.

(d) Delivery of New Certificates

Each new Certificate to be issued pursuant to Conditions 2(a), (b) or (c) shall be available for

delivery within three business days of receipt of the request for exchange, form of transfer or

Exercise Notice (as defined in Condition 5(e)) or surrender of the Certificate for exchange.

Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent

or of the Registrar (as the case may be) to whom delivery or surrender of such request for

exchange, form of transfer, Exercise Notice or Certificate shall have been made or, at the

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option of the Holder making such delivery or surrender as aforesaid and as specified in the

relevant request for exchange, form of transfer, Exercise Notice or otherwise in writing, be

mailed by uninsured post at the risk of the Holder entitled to the new Certificate to such

address as may be so specified, unless such Holder requests otherwise and pays in advance to

the relevant Agent the costs of such other method of delivery and/or such insurance as such

Holder may specify. In this Condition 2(d), “business day” means a day, other than a

Saturday or Sunday, on which banks are open for business in the place of the specified office

of the relevant Transfer Agent or the Registrar (as the case may be).

(e) Exchange Free of Charge

Exchange and transfer of Notes and Certificates on registration, transfer, partial redemption or

exercise of either a Call Option or Put Option shall be effected without charge by or on behalf

of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other

governmental charges that may be imposed in relation to it (or the giving of such indemnity as

the Registrar or the relevant Transfer Agent may require).

(f) Closed Periods

No Noteholder may require the transfer of a Registered Note to be registered or an

Exchangeable Bearer Note to be exchanged for one or more Registered Note(s) (i) during the

period of 15 days ending on the due date for redemption of that Note, (ii) during the period of

15 days before any date on which Notes may be called for redemption by the Issuer at its

option pursuant to Condition 5(d), (iii) after any such Note has been called by the Issuer for

redemption or (iv) during the period of seven days ending on (and including) any Record Date

(as defined in Condition 6(b)(ii)). An Exchangeable Bearer Note called for redemption may,

however, be exchanged for one or more Registered Note(s) in respect of which the Certificate

is simultaneously surrendered not later than the relevant Record Date.

3. Status of Notes

(a) Status of Deposit Notes

This Condition 3(a) is applicable in relation to Notes specified in the applicable Pricing

Supplement as being Deposit Notes. Deposit Notes and the Coupons relating to them will

constitute deposit liabilities of CIBC for purposes of the Bank Act (Canada) (the “Bank Act”)

and constitute legal, valid and binding unconditional and unsecured obligations of CIBC and

will rank pari passu with all deposit liabilities of CIBC (except as otherwise prescribed by

law) without any preference amongst themselves. Such Notes will not be deposits insured

under the Canada Deposit Insurance Corporation Act. The deposits evidenced by Deposit

Notes have been issued by the branch of CIBC specified as the Branch of Account in the

applicable Pricing Supplement (or, if no Branch of Account is specified, by the head office of

CIBC in Toronto which shall be the Branch of Account), such branch being the branch of

account for the purposes of the Bank Act.

(b) Status of Subordinated Notes

Notes which are specified in the applicable Pricing Supplement as being Subordinated Notes

and the Coupons relating to them will be direct unsecured obligations of CIBC constituting

subordinated indebtedness for the purposes of the Bank Act and ranking at least equally and

rateably with all subordinated indebtedness of CIBC from time to time issued and outstanding.

In the event of the insolvency or winding-up of CIBC, the indebtedness evidenced by

subordinated indebtedness issued by CIBC, including Subordinated Notes and the Coupons

relating to them, will be subordinate in right of payment to the prior payment in full of the

deposit liabilities of CIBC (including Deposit Notes) and all other liabilities of CIBC except

liabilities which by their terms rank in right of payment equally with or are subordinate to

indebtedness evidenced by such Subordinated Notes. Subordinated Notes do not constitute

deposits of CIBC and will not constitute deposits that are insured under the Canada Deposit

Insurance Corporation Act.

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In accordance with Condition 10, upon the occurrence of a Non-Viability Trigger Event (as

defined in Condition 10), the Subordinated Notes will automatically and irrevocably convert

into Common Shares (as defined in Condition 10) of the Issuer, which Common Shares will

rank on par with all other Common Shares. On such conversion, the Subordinated Notes shall

be cancelled.

4. Interest and Other Calculations

(a) Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest on its outstanding Nominal Amount from the Interest

Commencement Date at the rate(s) per annum (expressed as a percentage) equal to the Rate(s)

of Interest, such interest being payable in arrear on each Interest Payment Date and on the

Maturity Date. The amount of interest payable shall be calculated in accordance with

Condition 4(i).

Unless otherwise specified in the applicable Pricing Supplement, the amount of interest

payable on each Interest Payment Date in respect of the Interest Period ending on, but

excluding such date will amount to the Fixed Coupon Amount. Payments of Interest on any

Interest Payment Date will, if so specified in the applicable Pricing Supplement, amount to the

Broken Amount so specified.

(b) Interest on Floating Rate Notes

(i) Interest Payment Dates

Each Floating Rate Note bears interest on its outstanding Nominal Amount from and

including the Interest Commencement Date at the rate(s) per annum (expressed as a

percentage) equal to the Rate(s) of Interest determined in the manner specified herein, such

interest being payable in arrear on each Interest Payment Date in each year. Such Interest

Payment Date(s) is/are either specified in the applicable Pricing Supplement as Specified

Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are specified in the

applicable Pricing Supplement, “Interest Payment Date” shall mean each date which falls

the number of months or other period specified in the applicable Pricing Supplement as the

Interest Period after the preceding Interest Payment Date or, in the case of the first Interest

Payment Date, after the Interest Commencement Date, subject in each case to adjustment in

accordance with the applicable Business Day Convention. The amount of interest payable

shall be determined in accordance with Condition 4(i).

Such interest will be payable in respect of each Interest Period (which expression shall, in

these Conditions, mean the period from and including an Interest Payment Date (or the

Interest Commencement Date or, if no Interest Commencement Date is indicated in the

applicable Pricing Supplement, the Issue Date) to, but excluding, the next (or first) Interest

Payment Date and on the Maturity Date).

(ii) Rate of Interest

The Rate of Interest in respect of Floating Rate Notes shall be determined in the manner

specified in the applicable Pricing Supplement and, in the case of Floating Rate Notes, the

provisions below relating to either ISDA Determination or Screen Rate Determination shall

apply, depending upon which is specified in the applicable Pricing Supplement.

(A) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Pricing Supplement as the

manner in which the Rate of Interest is to be determined, the Rate of Interest for each

Interest Accrual Period shall be determined by the Calculation Agent as a rate equal to

the relevant ISDA Rate (adjusted as required by Condition 4(h)). For the purposes of

this sub-paragraph (A), “ISDA Rate” for an Interest Accrual Period means a rate

equal to the Floating Rate that would be determined by the Calculation Agent under

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an interest rate swap transaction governed by an agreement in the form of an ISDA

Agreement incorporating the ISDA Definitions and under which:

(x) the Floating Rate Option is as specified in the applicable Pricing

Supplement;

(y) the Designated Maturity is a period specified in the applicable

Pricing Supplement; and

(z) the relevant Reset Date is either (I) if the applicable Floating Rate

Option is based on the London Interbank Offer Rate (LIBOR) or

the Euro-zone Interbank Offer Rate (EURIBOR) for a currency, the

first day of that Interest Accrual Period or (II) in any other case, as

specified in the applicable Pricing Supplement.

For the purposes of this sub-paragraph (A), “Floating Rate”, “Calculation Agent”,

“Floating Rate Option”, “Designated Maturity”, “Reset Date” and “Swap

Transaction” have the meanings given to those terms in the ISDA Definitions.

(B) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is specified in the applicable Pricing Supplement

as the manner in which the Rate of Interest is to be determined:

(x) the Rate of Interest for each Interest Accrual Period will, subject as

provided below, be either:

(1) the offered quotation; or

(2) the arithmetic mean of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate

(as specified in the applicable Pricing Supplement) which appears

or appear, as the case may be, on the Relevant Screen Page (as set

forth in the applicable Pricing Supplement) as at the Relevant Time

(as set forth in the applicable Pricing Supplement) on the Interest

Determination Date (as defined below) in question as determined

by the Calculation Agent (adjusted as required by Condition 4(h)).

Unless otherwise specified in the applicable Pricing Supplement if

five or more of such offered quotations are available on the

Relevant Screen Page, the highest (or, if there is more than one

such highest quotation, one only of such quotations) and the lowest

(or, if there is more than one such lowest quotation, one only of

such quotations) shall be disregarded by the Calculation Agent for

the purpose of determining the arithmetic mean of such offered

quotations;

(y) if the Relevant Screen Page is not available or if sub-paragraph

(x)(1) applies and no such offered quotation appears on the

Relevant Screen Page or if sub-paragraph (x)(2) above applies and

fewer than three such offered quotations appear on the Relevant

Screen Page in each case as at the time specified above, subject as

provided below, the Calculation Agent shall request each of the

Reference Banks to provide the Calculation Agent with its offered

quotation (expressed as a percentage rate per annum) for the

Reference Rate at the Relevant Time on the Interest Determination

Date in question. If two or more of the Reference Banks provide

the Calculation Agent with such offered quotations, the Rate of

Interest for such Interest Accrual Period shall be the arithmetic

mean of such offered quotations as determined by the Calculation

Agent (adjusted as required by Condition 4(h)); and

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(z) if paragraph (y) above applies and the Calculation Agent

determines that fewer than two Reference Banks are providing

offered quotations, subject as provided below, the Rate of Interest

shall be the arithmetic mean of the rates per annum (expressed as a

percentage) as communicated to (and at the request of) the

Calculation Agent by the Reference Banks or any two or more of

them, at which such banks offered, at the Relevant Time on the

relevant Interest Determination Date, loans in the Specified

Currency for a period equal to that which would have been used for

the Reference Rate by leading banks in, if the Reference Rate is

LIBOR, the London inter-bank market or, if the Reference Rate is

EURIBOR, the Euro-zone inter-bank market, as the case may be,

or, if fewer than two of the Reference Banks provide the

Calculation Agent with such offered rates, the offered rate for

deposits in the Specified Currency for a period equal to that which

would have been used for the Reference Rate, or the arithmetic

mean of the offered rates for deposits in the Specified Currency for

a period equal to that which would have been used for the

Reference Rate, at the Relevant Time, on the relevant Interest

Determination Date, any one or more banks (which bank or banks

is or are in the opinion of the Calculation Agent and the Issuer

suitable for such purpose) informs the Calculation Agent it is

quoting to leading banks in, if the Reference Rate is LIBOR, the

London inter-bank market or, if the Reference Rate is EURIBOR,

the Euro-zone inter-bank market, as the case may be, (adjusted as

required by Condition 4(h)) provided that, if the Rate of Interest

cannot be determined in accordance with the foregoing provisions

of this paragraph, the Rate of Interest shall be determined as at the

last preceding Interest Determination Date (though substituting,

where a different Margin or Maximum or Minimum Rate of

Interest is to be applied to the relevant Interest Accrual Period from

that which applied to the last preceding Interest Accrual Period, the

Margin or Maximum or Minimum Rate of Interest relating to the

relevant Interest Accrual Period, in place of the Margin or

Maximum or Minimum Rate of Interest relating to that last

preceding Interest Accrual Period).

If the Reference Rate from time to time in respect of Floating Rate Notes is specified

in the applicable Pricing Supplement as being other than LIBOR or EURIBOR, the

Rate of Interest in respect of such Notes will be determined as specified in the

applicable Pricing Supplement.

(c) Interest on Zero Coupon Notes

As from the Maturity Date, the Rate of Interest for any overdue principal of a Zero Coupon

Note shall be a rate per annum (expressed as a percentage) equal to the Amortization Yield (as

defined in Condition 5(b)(i)(B)).

(d) Interest on Dual Currency Notes

In the case of Dual Currency Notes, if the rate or amount of interest falls to be determined by

reference to a Rate of Exchange or a method of calculating Rate of Exchange, the rate or

amount of interest payable shall be determined in the manner specified in the applicable

Pricing Supplement.

(e) Other Notes

The Rate(s) of Interest or amount of interest in respect of Notes with other customized interest

rate provisions for each Interest Period or Interest Accrual Period shall be determined in the

manner specified in the applicable Pricing Supplement and interest will accrue by reference to

a price, index, formula and/or set of definitions as specified in the applicable Pricing

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Supplement (such Notes, “Variable Coupon Amount Notes”). The applicable Pricing

Supplement shall specify the dates on which interest shall be payable on such Note and the

basis for calculation of each amount of interest payable in respect of such Note on each such

date and on any other date on which interest becomes payable in respect of such Note.

Interest Amounts may be calculated by reference to such price, index, formula and/or set of

definitions as the Issuer and the relevant Dealer(s) agree, such price, index, formula and/or set

of definitions to be specified, together with such other supplemental terms and conditions, in

the applicable Pricing Supplement.

Wherever Notes with customized provisions relating to payment of principal are issued (such

Notes, “Variable Redemption Amount Notes”) to bear interest on a fixed or floating rate

basis or on a non-interest bearing basis, the provisions in these Conditions relating to Fixed

Rate Notes, Floating Rate Notes and Zero Coupon Notes, respectively, shall where the context

so permits, apply to such other Notes.

(d) Accrual of Interest

Interest shall cease to accrue on each Note on the due date for redemption unless, upon due

presentation, payment of principal is improperly withheld or refused, in which event interest

(if any) shall continue to accrue (as well after as before judgment) at the Rate of Interest in the

manner provided in this Condition 4 to the Relevant Date (as defined in Condition 7(b)).

(e) Margin, Maximum/Minimum Rates of Interest, Interest Amounts, Final Redemption

Amounts, Early Redemption Amounts and Rounding

(i) If any Margin is specified in the applicable Pricing Supplement (either (A) generally,

or (B) in relation to one or more Interest Periods or Interest Accrual Periods), an

adjustment shall be made to all Rates of Interest, in the case of (A), or the Rates of

Interest for the specified Interest Periods or Interest Accrual Periods, in the case of

(B), calculated in accordance with Condition 4(b) above by adding (if a positive

number) or subtracting (if a negative number) the absolute value of such Margin,

subject always to the next two paragraphs.

(ii) If any Maximum/ Minimum Rate of Interest, Interest Amount, Early Redemption

Amount or Final Redemption Amount is specified in the applicable Pricing

Supplement, then any Rate of Interest, Interest Amount, Early Redemption Amount

or Final Redemption Amount shall be subject to such maximum or minimum, as the

case may be, subject to the next paragraph. For greater certainty, “Rate of Interest”

here means the rate of interest after adjustment for the applicable Margin. Unless

otherwise provided in the applicable Pricing Supplement, the Minimum Rate of

Interest and/or Minimum Interest Amount shall be zero. Unless otherwise specified

in the applicable Pricing Supplement, in no event shall the Rate of Interest or Interest

Amount be less than zero.

(iii) In the case of a Rate of Interest/ Interest Amount determined in accordance with

Condition 4(b)(ii)(B)(z), where a different Margin or Maximum or Minimum

Rate/Interest Amount is to be applied to the next Interest Period from that which

applied to the last preceding Interest Period, the relevant Margin or Maximum or

Minimum Rate/Interest Amount shall be that for the next Interest Period.

(f) Calculations

The amount of interest payable per Calculation Amount in respect of any Note for any Interest

Period or Interest Accrual Period shall be equal to the product of the Rate of Interest (adjusted

as required by Condition 4(h)), the Calculation Amount specified in the applicable Pricing

Supplement and the Day Count Fraction for such Interest Period or Interest Accrual Period,

unless an Interest Amount (or a formula for its calculation) is applicable to such Interest

Accrual Period, in which case the amount of interest payable per Calculation Amount in

respect of such Note for such period shall equal such Interest Amount (or be calculated in

accordance with such formula). Where any Interest Period comprises two or more Interest

Accrual Periods, as specified in the applicable Pricing Supplement, the amount of interest

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payable per Calculation Amount in respect of such Interest Period shall be the sum of the

Interest Amounts payable in respect of each of the relevant Interest Accrual Periods. In

respect of any other period for which interest is required to be calculated, the provisions above

shall apply save that the Day Count Fraction shall be for the period for which interest is

required to be calculated.

For the purposes of any calculations required pursuant to these Conditions (unless otherwise

specified), (A) all percentages resulting from such calculations shall be rounded, if necessary,

to the nearest one hundred-thousandth of a percentage point (with halves being rounded up),

(B) all figures shall be rounded to seven significant figures (with halves being rounded up)

and (C) all currency amounts that fall due and payable shall be rounded to the nearest sub-unit

of the relevant Specified Currency (with halves being rounded up or otherwise in accordance

with applicable market convention), save in the case of Japanese yen (“Yen”), which shall be

rounded down to the nearest sub-unit.

For these purposes “sub-unit” means with respect to any currency other than the euro, the

lowest amount of such currency that is available as legal tender in the country of such

currency and, with respect to euro, means 0.01 euro.

(g) Business Day Conventions

If any date referred to in these Conditions or in the applicable Pricing Supplement that is

specified to be subject to adjustment in accordance with a Business Day Convention would

otherwise fall on a day that is not a Business Day, then, if the Business Day Convention

specified is

(i) the Floating Rate Business Day Convention, such date shall be postponed to the next

day that is a Business Day unless it would thereby fall into the next calendar month, in

which event (A) such date shall be brought forward to the immediately preceding

Business Day and (B) each subsequent such date shall be the last Business Day of the

month in which such date would have fallen had it not been subject to adjustment,

(ii) the Following Business Day Convention, such date shall be postponed to the next day

that is a Business Day,

(iii) the Modified Following Business Day Convention, such date shall be postponed to the

next day that is a Business Day unless it would thereby fall into the next calendar

month, in which event such date shall be brought forward to the immediately preceding

Business Day or

(iv) the Preceding Business Day Convention, such date shall be brought forward to the

immediately preceding Business Day.

(h) Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption

Amounts, Early Redemption Amounts and Optional Redemption Amounts

The Calculation Agent shall as soon as practicable on each Interest Determination Date, or

such other time on each such date as the Calculation Agent may be required to calculate any

rate or amount, obtain any quote or make any determination or calculation, determine such

rates and calculate the Interest Amounts for the relevant Interest Period or Interest Accrual

Period, calculate the Final Redemption Amount, Early Redemption Amount, Optional

Redemption Amount obtain such quote or make such determination or calculation, as the case

may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual

Period and the relevant Interest Payment Date, Final Redemption Amount, Early Redemption

Amount or any Optional Redemption Amount to be notified to the Fiscal Agent, the Issuer,

each of the Paying Agents, the Noteholders, any other Calculation Agent appointed in respect

of the Notes that is to make a further calculation upon receipt of such information and, if the

Notes are listed on a stock exchange and the rules of such exchange so require, such exchange

as soon as possible after their determination but in no event later than (i) the commencement

of the relevant Interest Period, if determined prior to such time, in the case of notification to

such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth

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Business Day after such determination. Where any Interest Payment Date is subject to

adjustment pursuant to Condition 4(j), the Interest Amounts and the Interest Payment Date so

published may subsequently be amended (or appropriate alternative arrangements made by

way of adjustment) without notice in the event of an extension or shortening of the Interest

Period. The determination of any rate or amount, the obtaining of each quote and the making

of each determination or calculation by the Calculation Agent(s) shall (in the absence of

manifest error) be final and binding upon all parties.

(i) Definitions

In these Conditions, unless the context otherwise requires, the following defined terms shall

have the meanings set out below:

“Business Day” means:

(i) in the case of a Specified Currency other than euro and Renminbi, a day (other than a

Saturday or Sunday) on which commercial banks and foreign exchange markets settle

payments and are open for general business (including dealing in foreign exchange

and foreign currency deposits) in the principal financial centre for such currency

(which, if the Specified Currency is Australian dollars or New Zealand dollars, shall

be Sydney or Auckland, respectively) for such currency and each other place (if any)

specified in the applicable Pricing Supplement as a Business Centre; and/or

(ii) in the case of euro, a TARGET Business Day and a day on which commercial banks

are open for business in each place (if any) specified in the applicable Pricing

Supplement as a Business Centre; and/or

(iii) in the case of Renminbi any day (other than a Saturday, a Sunday or a public holiday)

on which commercial banks are generally open for business and settlement of

Renminbi payments in Hong Kong and such other place (if any) specified in the

applicable Pricing Supplement as a Business Centre.

Unless otherwise provided in the applicable Pricing Supplement, the principal financial centre

of any country for the purpose of these Conditions shall be as provided in the ISDA

Definitions (except that if the Specified Currency is Australian dollars or New Zealand

dollars, the principal financial centre shall be Sydney or Auckland, respectively).

“Calculation Agent” shall have the meaning specified in the applicable Pricing Supplement.

“Day Count Fraction” means, in respect of the calculation of an amount of interest on any

Note for any period of time (whether or not constituting an Interest Period or Interest Accrual

Period, the “Calculation Period”):

(i) if “Actual/Actual” or “Actual/Actual (ISDA)” is specified in the applicable Pricing

Supplement, the actual number of days in the Calculation Period divided by 365 (or,

if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual

number of days in that portion of the Calculation Period falling in a leap year divided

by 366 and (B) the actual number of days in that portion of the Calculation Period

falling in a non-leap year divided by 365);

(ii) if “Actual/365 (Fixed)” or is specified in the applicable Pricing Supplement, the

actual number of days in the Calculation Period divided by 365;

(iii) if “Actual/Actual(ICMA)” is specified in the applicable Pricing Supplement:

(A) if the Calculation Period is equal to or shorter than the Determination Period

during which it falls, the number of days in the Calculation Period divided by

the product of (x) the number of days in such Determination Period and (y) the

number of Interest Payment Dates that would occur in one calendar year

assuming interest was to be payable in respect of the whole of that year; or

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(B) if the Calculation Period is longer than the Determination Period, the sum of:(x)

the number of days in such Calculation Period falling in the Determination

Period in which it begins divided by the product of (1) the number of days in

such Determination Period and (2) the number of Interest Payment Dates that

would occur in one calendar year assuming interest was to be payable in respect

of the whole of that year; and (y) the number of days in such Calculation Period

falling in the next Determination Period divided by the product of (1) the

number of days in such Determination Period and (2) the number of Interest

Payment Dates that would occur in one calendar year assuming interest was to

be payable in respect of the whole of that year;

(iv) if “Actual/360” is specified in the applicable Pricing Supplement, the actual number

of days in the Calculation Period divided by 360;

(v) if “Actual/365 Sterling” is specified in the Pricing Supplement, the actual number of

days in the Calculation Period divided by 365, or in the case of an Interest Payment

Date falling in a leap year, 366;

(vi) “30/360”, “360/360” or “Bond Basis” is specified in the applicable Pricing

Supplement, the number of days in the Calculation Period divided by 360, calculated

on a formula basis as follows:

Day Count Fraction = [360x(Y2 – Y1)] + [30x(M2 – M1)] + (D2 – D1)

360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation

Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the

last day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the

Calculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately

following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period,

unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day

included in the Calculation Period, unless such number would be 31, and D1 is

greater than 29, in which case D2 will be 30;

(vii) if “30E/360” or “Eurobond Basis” is specified in the applicable Pricing Supplement,

the number of days in the Calculation Period divided by 360, calculated on a formula

basis as follows:

Day Count Fraction = [360x(Y2 – Y1)] + [30x(M2 – M1)] + (D2 – D1)

360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation

Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the

last day included in the Calculation Period falls;

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“M1” is the calendar month, expressed as a number, in which the first day of the

Calculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately

following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period,

unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day

included in the Calculation Period, unless such number would be 31, in which case

D2 will be 30;

(viii) if “30E/360 (ISDA)” is specified in the applicable Pricing Supplement, the number of

days in the Calculation Period divided by 360, calculated on a formula basis as

follows:

Day Count Fraction = [360x(Y2 – Y1)] + [30x(M2 – M1)] + (D2 – D1)

360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation

Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the

last day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the

Calculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately

following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period,

unless (i) that day is the last day of February or (ii) such number would be 31, in

which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day

included in the Calculation Period, unless (i) that day is the last day of February but

not the Maturity Date or (ii) such number would be 31, in which case D1 will be 30;

(ix) if “30/360 (Fixed)” is specified in the applicable Pricing Supplement, the number of

days in the period from and including the most recent Interest Payment Date (or, if

none, the Interest Commencement Date) to but excluding the relevant payment date

(such number of days being calculated on the basis of a year of 360 days consisting of

twelve months of 30 days each) divided by 360; and

(x) if “1/1” is specified in the applicable Pricing Supplement, one.

“Determination Date” means such dates as specified in the applicable Pricing Supplement.

“Determination Period” means the period from and including a Determination Date in any

year to but excluding the next Determination Date (including, where either the Interest

Commencement Date or the final Interest Payment Date is not a Determination Date, the

period commencing on the first Determination Date prior to, and ending on the first

Determination Date falling after, such date).

“Euro-zone” means the region comprised of member states of the European Union that

participate in the single currency in accordance with the Treaty establishing the European

Community as amended by the Treaty on European Union.

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“Governmental Authority” means any de facto or de jure government (or any agency or

instrumentality thereof), court, tribunal, administrative or other governmental authority or any

other entity (private or public) charged with the regulation of the financial markets (including

the central bank) of Hong Kong.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Illiquidity” means where the general Renminbi exchange market in Hong Kong becomes

illiquid and, as a result thereof, the Issuer cannot obtain sufficient Renminbi in order to satisfy

its obligation to pay an amount due (in whole or in part) in respect of the Notes as determined

by the Issuer in good faith and in a commercially reasonable manner following consultation (if

practicable) with two Renminbi Dealers.

“Inconvertibility” means the occurrence of any event that makes it impossible for the Issuer

to convert any amount due in respect of the Notes in the general Renminbi exchange market in

Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to

comply with any law, rule or regulation enacted by any Governmental Authority (unless such

law, rule or regulation is enacted after the Issue Date (or, if earlier, any CNY Issue Trade Date

as specified in the relevant Pricing Supplement) and it is impossible for the Issuer, due to an

event beyond its control, to comply with such law, rule or regulation).

“Interest Accrual Period” means the period beginning on (and including) the Interest

Commencement Date and ending on (but excluding) the first Interest Period Date and each

successive period beginning on (and including) an Interest Period Date and ending on (but

excluding) the next succeeding Interest Period Date.

“Interest Amount” means the amount of interest payable per Calculation Amount calculated

in accordance with Condition 4(h) or as specified in the applicable Pricing Supplement, and in

the case of Fixed Rate Notes, shall mean the Fixed Coupon Amount(s) and/or Broken

Amount(s), if any, specified in the applicable Pricing Supplement.

“Interest Commencement Date” means the Issue Date or such other date as may be specified

in the applicable Pricing Supplement.

“Interest Determination Date” means, with respect to a Rate of Interest and Interest Period

or Interest Accrual Period, the date specified as such in the applicable Pricing Supplement or,

if none is so specified, (i) the first day of such period if the Specified Currency is sterling or

(ii) the day falling two Business Days in London prior to the first day of such period if the

Specified Currency is neither sterling nor euro or (iii) the day falling two TARGET Business

Days prior to the first day of such period if the Specified Currency is euro.

“Interest Period” means the period beginning on (and including) the Interest Commencement

Date and ending on (but excluding) the first Interest Payment Date and each successive period

beginning on (and including) an Interest Payment Date and ending on (but excluding) the next

succeeding Interest Payment Date.

“Interest Period Date” means each Interest Payment Date unless otherwise specified in the

applicable Pricing Supplement.

“ISDA Definitions” means the 2006 ISDA Definitions as published by the International

Swaps and Derivatives Association, Inc., as amended, supplemented and updated as at the

Issue Date of the first Tranche of Notes of the relevant Series, unless otherwise specified in

the applicable Pricing Supplement.

“ISDA Agreement” means the 2002 ISDA Master Agreement as published by the

International Swaps and Derivatives Association, Inc., as amended, supplemented and updated

as at the Issue Date of the first Tranche of Notes of the relevant Series, unless otherwise

specified in the applicable Pricing Supplement.

“Nominal Amount” means the Nominal Amount specified in the applicable Pricing

Supplement.

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“Non-transferability” means the occurrence of any event that makes it impossible for the

Issuer to transfer Renminbi between accounts inside Hong Kong or from an account inside

Hong Kong to an account outside Hong Kong or from an account outside Hong Kong to an

account inside Hong Kong, other than where such impossibility is due solely to the failure of

the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority

(unless such law, rule or regulation is enacted after the Issue Date (or, if earlier, any CNY

Issue Trade Date as specified in the relevant Pricing Supplement) and it is impossible for the

Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

“PRC” means the People's Republic of China which, for the purpose of these Conditions,

shall exclude Hong Kong, the Macau Special Administrative Region of the People's Republic

of China and Taiwan.

“Rate of Interest” means the rate of interest payable from time to time in respect of this Note

and that is either specified or calculated in accordance with the Conditions.

“Reference Banks” means, in the case of a determination of LIBOR, the principal London

office of four major banks in the London inter-bank market and, in the case of a determination

of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank

market, in each case selected by the Calculation Agent or as specified in the applicable Pricing

Supplement.

“Reference Rate” means the rate specified as such in the applicable Pricing Supplement.

“Relevant Determination Date” means the day which is two relevant Business Days before

the due date for any payment of the relevant amount under these Conditions.

“Relevant Screen Page” means such page, section, caption, column or other part of a

particular information service as may be specified in the applicable Pricing Supplement, or

such other page, section, caption, column or other part as may replace it on that information

service or on such other information service, in each case as may be nominated by the person

or organization providing or sponsoring the information appearing there for the purpose of

displaying rates or prices comparable to that Reference Rate.

“Renminbi” or “CNY” means the lawful currency of the PRC.

“Renminbi Dealer” means an independent foreign exchange dealer of international repute

active in the Renminbi exchange market in Hong Kong.

“Specified Currency” means the currency specified as such in the applicable Pricing

Supplement or, if none is specified, the currency in which the Notes are denominated.

“Spot Rate” means, on any date, the spot CNY/U.S. dollar exchange rate for the purchase of

U.S. dollars with Renminbi in the over-the-counter Renminbi exchange market in Hong Kong

for settlement in two relevant Business Days, as determined by the Calculation Agent at or

around 11 a.m. (Hong Kong time) on the Relevant Determination Date, on a deliverable basis

by reference to Reuters Screen Page TRADCNY3, or if no such rate is available, on a non-

deliverable basis by reference to Reuters Screen Page TRADNDF. If neither rate is available,

the Calculation Agent will determine the Spot Rate at or around 11 a.m. (Hong Kong time) on

the Relevant Determination Date as the most recently available CNY/U.S. dollar official

fixing rate for settlement in two Business Days reported by The State Administration of

Foreign Exchange of the PRC, which is reported on the Reuters Screen Page CNY=SAEC.

Reference to a page on the Reuters Screen means the display page so designated on the

Reuters Monitor Money Rates Service (or any successor service) or such other page as may

replace that page for the purpose of displaying a comparable currency exchange rate.

“Subsidiary” has the meaning provided in the Bank Act.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express

Transfer payment system which utilizes a single shared platform and which was launched on

19 November 2007.

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“TARGET Business Day” means any day on which TARGET2 is open for the settlement of

payments in euro.

“U.S. Dollar Equivalent” means, in relation to any Renminbi amount payable under the

Notes on any date, such Renminbi amount converted into U.S. dollars using the Spot Rate for

the Relevant Determination Date.

(j) Calculation Agent

The Issuer shall procure that there shall at all times be one or more Calculation Agents if

provision is made for them in the applicable Pricing Supplement and for so long as any Note

is outstanding. Where more than one Calculation Agent is appointed in respect of the Notes,

references in these Conditions to the Calculation Agent shall be construed as each Calculation

Agent performing its respective duties under the Conditions. If the Calculation Agent is

unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of

Interest for an Interest Period or Interest Accrual Period or to calculate any Interest Amount or

the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount

(as the case may be) or to comply with any other requirement, the Issuer shall appoint a

leading bank or investment banking firm engaged in the interbank market (or, if appropriate,

money, swap, over-the-counter index options, commodities or commodities-related market or

exchange) that is most closely connected with the calculation or determination to be made by

the Calculation Agent (acting through its principal London office or any other office actively

involved in such market) to act as such in its place. The Calculation Agent may not resign its

duties without a successor having been appointed as aforesaid.

The determination of each Rate of Interest, Interest Amount and Final Redemption Amount,

the obtaining of each quote and the making of each determination or calculation by the

Calculation Agent shall (in the absence of manifest error) be final and binding upon the Issuer

and the Holders and neither the Calculation Agent nor any Reference Bank shall have any

liability to the Holders in respect of any determination, calculation, quote or rate made or

provided by it.

5. Redemption, Purchase and Options

(a) Final Redemption

Unless previously redeemed or purchased and cancelled as provided below, each Note shall be

finally redeemed on the Maturity Date specified in the applicable Pricing Supplement at its

Final Redemption Amount. The applicable Pricing Supplement may specify the basis for

calculation of the amount payable upon redemption under this Condition 5(a), Condition 5(b)

or Condition 5(c), upon the Note becoming due and payable as provided in Condition 9 (such

amount, the “Redemption Amount”), failing which the Final Redemption Amount of such

Note shall be its Nominal Amount.

(b) Early Redemption

(i) Zero Coupon Notes

(A) The Early Redemption Amount payable in respect of any Zero Coupon

Note, the Early Redemption Amount of which is not linked to an index

and/or a formula, upon redemption of such Note pursuant to Condition 5(c)

or upon it becoming due and payable as provided in Condition 9 shall be the

Amortized Face Amount (as defined below) of such Note.

(B) Subject to the provisions of sub-paragraph (C) below, the Amortized Face

Amount of any such Note shall be equal to the scheduled Final Redemption

Amount of such Note on the Maturity Date discounted at a rate per annum

(expressed as a percentage) equal to the Amortization Yield (as specified in

the applicable Pricing Supplement or if none is specified in the applicable

Pricing Supplement, the Amortization Yield shall be such rate as would

produce an Amortized Face Amount equal to the issue price of the Notes if

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the Final Redemption Amount were discounted back at such rate from the

Maturity Date to the Issue Date) compounded annually.

(C) If the Early Redemption Amount payable in respect of any such Note upon

its redemption pursuant to Condition 5(c) or upon it becoming due and

payable as provided in Condition 9 is not paid when due, the Early

Redemption Amount due and payable in respect of such Note shall be the

Amortized Face Amount of such Note as defined in sub-paragraph (B)

above, except that such sub-paragraph shall have effect as though the

reference therein to the date on which the Note becomes due and payable

were replaced by a reference to the Relevant Date (as defined in Condition

7(b)). The calculation of the Amortized Face Amount in accordance with

this subparagraph shall continue to be made (both before and after

judgment) until the Relevant Date, unless the Relevant Date falls on or after

the Maturity Date, in which case the amount due and payable shall be the

scheduled Final Redemption Amount of such Note on the Maturity Date

together with any interest that may accrue in accordance with Condition

4(c).

Where any such calculation is to be made for a period of less than one year, it shall

be made on the basis of the Day Count Fraction specified in the applicable Pricing

Supplement.

(ii) Other Notes

The Early Redemption Amount payable in respect of any Note (other than the Notes

described in (i) above), upon redemption of such Note pursuant to Condition 5(c) or

upon it becoming due and payable as provided in Condition 9 shall be the Final

Redemption Amount unless otherwise specified in the applicable Pricing

Supplement.

(c) Redemption for Taxation Reasons

Except in the case of Subordinated Notes, which may only be redeemed prior to maturity with

the prior consent of the Office Superintendent of Financial Institutions (Canada) (“OSFI”),

the Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest

Payment Date (if this Note is a Floating Rate Note, or Variable Coupon Amount Note) or at

any time (if this Note is not a Floating Rate Note, or Variable Coupon Amount Note), on

giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall

be irrevocable), at their Early Redemption Amount as described in Condition 5(b) above,

together with interest accrued, if any, to (but excluding) the date fixed for redemption, if (i)

the Issuer has or will become obliged to pay additional amounts as provided or referred to in

Condition 7 as a result of any change in, or amendment to, the laws or regulations of Canada

or, in the case of Notes issued by CIBC acting through a Branch of Account outside Canada,

of the country in which such Branch of Account is located, or any political subdivision or any

authority thereof or therein having power to tax, or any change in the application or official

interpretation of such laws or regulations, which change or amendment becomes effective on

or after the date on which agreement is reached to issue the relevant Tranche of the Notes, and

(ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the

earliest date on which the Issuer would be obliged to pay such additional amounts were a

payment in respect of the Notes then due. Before the publication of any notice of redemption

pursuant to this paragraph, the Issuer shall deliver to the Fiscal Agent a certificate signed by

two directors or senior officers of the Issuer stating that the Issuer is entitled to effect such

redemption and setting forth a statement of facts showing that the conditions precedent to the

right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of

recognized standing to the effect that the Issuer has or may become obliged to pay such

additional amounts as a result of such change or amendment.

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(d) Redemption at the Option of the Issuer (“Call Option”)

This Condition 5(d) will not apply to any Series of Subordinated Notes unless the Issuer has

obtained the consent of OSFI.

If a Call Option is specified as applying in the applicable Pricing Supplement, the Issuer may

on giving not less than 10 nor more than 30 days’ irrevocable notice to the Noteholders (or

such other notice period as may be specified in the applicable Pricing Supplement) in

accordance with Condition 14 redeem all or, if so provided, some, of the Notes on any

Optional Redemption Date. Any such redemption of Notes shall be at their Optional

Redemption Amount, as specified in the applicable Pricing Supplement, together with interest

accrued, if any, to (but excluding) the date fixed for redemption.

All Notes in respect of which any such notice is given shall be redeemed, or the Issuer’s

option shall be exercised, on the date specified in such notice in accordance with this

Condition.

In the case of a partial redemption or a partial exercise of an Issuer’s option, the notice to

Noteholders shall also contain the certificate numbers of the Bearer Notes, or in the case of

Registered Notes shall specify the nominal amount of Registered Notes drawn and the

Holder(s) of such Registered Notes, to be redeemed or in respect of which such option has

been exercised, which shall have been drawn by lot in such place and in such manner as may

be fair and reasonable in the circumstances, taking account of prevailing market practices,

subject to compliance with any applicable laws and stock exchange requirements. So long as

the Notes are listed on the London Stock Exchange and the rules of that stock exchange so

require, the Issuer shall, once in each year in which there has been a partial redemption of the

Notes, cause to be published in a leading newspaper of general circulation in London a notice

specifying the aggregate Nominal Amount of Notes outstanding and a list of the Notes drawn

for redemption but not surrendered.

Any such redemption must relate to Notes of a Nominal Amount at least equal to the

Minimum Redemption Amount to be redeemed, if any, specified in the applicable Pricing

Supplement and no greater than the Maximum Redemption Amount to be redeemed, if any,

specified in the applicable Pricing Supplement.

(e) Redemption at the Option of Noteholders (“Put Option”)

This Condition 5(e) will not apply to any Series of Subordinated Notes.

If a Put Option is specified as applying in the applicable Pricing Supplement, the Issuer shall,

at the option of the Holder of any such Note, upon the Holder of such Note giving not less

than 15 nor more than 30 days’ notice to the Issuer (or such other Notice Period as may be

specified in the applicable Pricing Supplement) (the “Noteholders Option Period”) redeem

such Note on the Optional Redemption Date(s) at its Optional Redemption Amount, as

specified in the applicable Pricing Supplement, together with interest accrued, if any, to (but

excluding) the date fixed for redemption.

To exercise such option the Holder must deposit (in the case of Bearer Notes) such Note

(together with all unmatured Coupons and unexchanged Talons) with any Paying Agent or (in

the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or

any Transfer Agent at its specified office, together with a duly completed option exercise

notice (“Exercise Notice”) in the form obtainable from any Paying Agent, the Registrar or

any Transfer Agent (as applicable) within the Noteholders’ Option Period. No Note or

Certificate so deposited and option exercised may be withdrawn (except as provided in the

Agency Agreement) without the prior consent of the Issuer.

(f) Early Redemption of Subordinated Notes upon Occurrence of a Special Event

In respect of any Subordinated Note of any Series, the Issuer may, at its option, with the prior

consent of OSFI, on giving not more than 60 days’ nor less than 30 days’ notice in accordance

with Condition 14, redeem all but not less than all of the outstanding Subordinated Notes of

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such Series at any time on or after a Special Event Redemption Date at its Early Redemption

Amount.

For purposes of this Condition 5(f):

“Regulatory Event Date” means the date specified in a letter from OSFI to the Issuer on

which the Subordinated Notes will no longer be recognized as eligible “Tier 2 Capital” or will

no longer be eligible to be included in full as risk-based “Total Capital” on a consolidated

basis under the OSFI Guideline for Capital Adequacy Requirements for banks in Canada, as

interpreted by OSFI;

“Special Event Redemption Date” means a Regulatory Event Date or the date of the

occurrence of a Tax Event, as the case may be;

“Tax Event” means the Issuer has received an opinion of independent counsel of a nationally

recognized law firm in Canada experienced in such matters (who may be counsel to the

Issuer) to the effect that, as a result of:

(a) any amendment to, clarification of, or change (including any announced prospective

change) in, the laws, or any regulations thereunder, or any application or interpretation

thereof, of Canada or any political subdivision or taxing authority thereof or therein,

affecting taxation;

(b) any judicial decision, administrative pronouncement, published or private ruling,

regulatory procedure, rule, notice, announcement, assessment or reassessment

(including any notice or announcement of intent to adopt or issue such decision,

pronouncement, ruling, procedure, rule, notice, announcement, assessment or

reassessment) (collectively, an “Administrative Action”); or

(c) any amendment to, clarification of, or change in, the official position with respect to or

the interpretation of any Administrative Action or any interpretation or pronouncement

that provides for a position with respect to such Administrative Action that differs from

the theretofore generally accepted position,

in each of case (a), (b) or (c), by any legislative body, court, governmental authority or

agency, regulatory body or taxing authority, irrespective of the manner in which such

amendment, clarification, change, Administrative Action, interpretation or pronouncement is

made known, which amendment, clarification, change or Administrative Action is effective or

which interpretation, pronouncement or Administrative Action is announced on or after the

date of issue of the Notes, there is more than an insubstantial risk (assuming any proposed or

announced amendment, clarification, change, interpretation, pronouncement or Administrative

Action is effective and applicable) that the Issuer is, or may be, subject to more than a de

minimus amount of additional taxes, duties or other governmental charges or civil liabilities

because the treatment of any of its items of income, taxable income, expense, taxable capital

or taxable paid-up capital with respect to the Subordinated Notes (including the treatment by

the Issuer of interest on the Subordinated Notes) or the treatment of the Subordinated Notes,

as or as would be reflected in any tax return or form filed, to be filed, or otherwise could have

been filed, will not be respected by a taxing authority.

(g) Redemptions Irrevocable

A notice of redemption under this Condition 5 shall be irrevocable, except that, in the case of

Subordinated Notes, the occurrence of a Non-Viability Trigger Event prior to the date fixed

for redemption shall automatically rescind such notice of redemption and, in such

circumstances, no Subordinated Notes shall be redeemed and no payment in respect of the

Subordinated Notes shall be due and payable.

(h) Purchases

The Issuer and any of its Subsidiaries (with the consent of OSFI in the case of Subordinated

Notes) may at any time purchase Notes (provided that all unmatured Coupons and

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unexchanged Talons relating thereto are attached thereto or surrendered therewith) in the open

market or otherwise at any price.

(i) Cancellation

All Notes purchased by or on behalf of the Issuer and any of its Subsidiaries may be

surrendered for cancellation, in the case of Bearer Notes, by surrendering each such Note

together with all unmatured Coupons and all unexchanged Talons to the Fiscal Agent and, in

the case of Registered Notes, by surrendering the Certificate representing such Notes to the

Registrar and, in each case, if so surrendered, shall, together with all Notes redeemed by the

Issuer, be cancelled forthwith (together with all unmatured Coupons and unexchanged Talons

attached thereto or surrendered therewith). Any Notes so surrendered for cancellation may not

be reissued or resold and the obligations of the Issuer in respect of any such Notes shall be

discharged.

For the purposes of these Conditions, “Subsidiary” has the meaning provided in the Bank

Act.

6. Payments and Talons

Bearer Notes (a)

(i) Payments of principal (or, as the case may be, Final Redemption Amounts, Early

Redemption Amounts or Optional Redemption Amounts) and interest in respect of

Bearer Notes (other than Dual Currency Notes) shall, subject as mentioned below, be

made against presentation and surrender of the relevant Notes (in the case of all

payments of principal and, in the case of interest, as specified in Condition 6(h)(v)) or

Coupons (in the case of interest, save as specified in Condition 6(h)(ii)), as the case may

be, at the specified office of any Paying Agent outside the United States by a cheque

payable in the currency in which such payment is due drawn on, or, at the option of the

Holder, by credit or transfer to an account denominated in that currency maintained by or

as directed by the Holder with, a bank in the principal financial centre of that currency,

provided that:

a. payments in a currency other than euro, U.S. dollars or Renminbi, will be made by

credit or transfer to an account in the relevant currency (which, in the case of a

payment in Japanese Yen to a non-resident of Japan, shall be a non-resident account)

maintained by the payee with, or at the option of the payee by a cheque in such

currency drawn on, a bank in the principal financial centre of the country of such

currency (which, if the currency is Australian dollars or New Zealand dollars shall be

Sydney or Auckland, respectively);

b. payments in euro will be made by credit or transfer to a euro account maintained

outside the United States (or any other account to which euro may be credited or

transferred) specified by the payee, or at the option of the payee, by euro cheque;

c. payments in U.S. dollars, except as provided by Condition 6(d), shall be made by

credit or transfer to a U.S. dollar account outside the United States specified by the

payee; and

d. payments in Renminbi shall be made by credit or transfer to a Renminbi account

maintained by or on behalf of the payee with a bank in Hong Kong in accordance

with applicable laws, rules and regulations and guidelines issued from time to time

(including all applicable laws and regulations with respect to settlement in Renminbi

in Hong Kong).

(iii) A cheque may not be delivered to an address in, and an amount may not be transferred to

an account at a bank located in, the United States of America or its possessions by any

office or agency of the Issuer, the Fiscal Agent or any Paying Agent except as provided

by Condition 6(d).

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Registered Notes (b)

(i) Payments of principal (which for the purposes of this Condition 6(b) shall include the

Final Redemption Amounts, Early Redemption Amounts or Optional Redemption

Amounts) in respect of Registered Notes shall be made against presentation and

surrender of the relevant Certificates at the specified office of any of the Transfer Agents

or of the Registrar and in the manner provided in paragraph (ii) below.

(ii) Interest on Registered Notes shall be paid to the person shown on the Register (i) in

relation to Registered Notes in global form, at the close of business on the first Business

Day before the due date for payment thereof or (ii) in relation to Registered Notes in

definitive form at the close of business on the 15th day before the due date for payment

thereof or (iii) in the case of Registered Notes to be cleared through DTC, on the 15th

DTC Business Day before the due date for payment thereof (each the “Record Date”).

“DTC Business Day” means any day on which DTC is open for business.

(iii) Save as provided in paragraph (iv) below, payments of interest and principal on each

Registered Note, will be made in the currency in which such payments are due by cheque

drawn on a bank in the principal financial centre of the country of the currency

concerned (which, if the currency is Australian dollars or New Zealand dollars shall be

Sydney or Auckland, respectively) and mailed to the Holder (or to the first named of

joint Holders) of such Note at its address appearing in the Register. Upon application by

the Holder to the specified office of the Registrar or any Transfer Agent before the

Record Date:

a. payments in a currency other than euro or Renminbi may be made by credit or

transfer to an account in the relevant currency (which, in the case of a payment

in Japanese Yen to a non-resident of Japan, shall be a non-resident account)

maintained by or as directed by the Holder with a bank in the principal financial

centre of the country of such currency (which, if the currency is Australian

dollars or New Zealand dollars shall be Sydney or Auckland, respectively);

b. payments in euro may be made by credit or transfer to a euro account (or any

other account to which euro may be credited or transferred) specified by the

payee; and

c. payments in Renminbi may be made by credit or transfer to a Renminbi account

maintained by or on behalf of the Holder with a bank in Hong Kong in

accordance with applicable laws, rules and regulations and guidelines issued

from time to time (including all applicable laws and regulations with respect to

settlement in Renminbi in Hong Kong).

(iv) Payments of principal and interest in respect of Registered Notes registered in the name

of, or in the name of a nominee for, DTC and payable in a currency other than U.S.

dollars will be made or procured to be made by the Fiscal Agent in such currency in

accordance with the following provisions. The amounts in such currency payable by

the Fiscal Agent or its agent to DTC or DTC’s nominee with respect to Registered

Notes held by DTC or DTC’s nominee will be received from the Issuer by the Fiscal

Agent who will make payments in such currency by wire transfer of same day funds to,

in the case of Notes registered in the name of DTC’s nominee, to such nominee, or

otherwise to the designated bank account in such currency of those DTC participants

entitled to receive the relevant payment who have made an irrevocable election to

DTC, in the case of interest payments, on or prior to the third DTC Business Day after

the Record Date for the relevant payment of interest and, in the case of payments or

principal, at least 12 DTC Business Days prior to the relevant payment date, to receive

that payment in such currency. The Fiscal Agent, after an exchange agent has

converted amounts in such currency into U.S. dollars, will cause such exchange agent

to deliver such U.S. dollar amount in same day funds to DTC’s nominee for payment

through the DTC settlement system to those DTC participants entitled to receive the

relevant payment who did not elect to receive such payment in such currency. The

Agency Agreement sets out the manner in which such conversions are to be made.

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Renminbi-denominated Notes - Payment of U.S. Dollar Equivalent (c)

This Condition 6(c) only applies to Notes in relation to which the Specified Currency of

denomination and payment is Renminbi.

Notwithstanding the foregoing, if by reason of Inconvertibility, Non-transferability or

Illiquidity, the Issuer is not able to satisfy payments of principal or interest in respect of the

Notes when due in Renminbi in Hong Kong, the Issuer may, on giving not less than five or

more than thirty calendar days' irrevocable notice to the Fiscal Agent and Holders in

accordance with Condition 14 (Notices) prior to the due date for payment, settle any such

payment in U.S. dollars on the due date (or if such date is not a Business Day, on the next

succeeding Business Day) at the U.S. Dollar Equivalent of any such Renminbi denominated

amount.

All notifications, opinions, determinations, certificates, calculations, quotations and decisions

given, expressed, made or obtained for the purposes of the provisions of this Condition 6(c) by

the Calculation Agent, will (in the absence of manifest error) be binding on the Issuer, the

Fiscal Agent, the Paying Agents, the Registrar, the Transfer Agents and all Holders.

Payments in the United States (d)

Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S. dollars, payments

in respect thereof may be made at the specified office of any Paying Agent in New York City

in the same manner as aforesaid if (i) the Issuer shall have appointed Paying Agents with

specified offices outside the United States with the reasonable expectation that such Paying

Agents would be able to make payment of the amounts on the Notes in the manner provided

above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively

precluded by exchange controls or other similar restrictions on payment or receipt of such

amounts and (iii) such payment is then permitted by United States law, without involving, in

the opinion of the Issuer, any adverse tax consequence to the Issuer.

Payments Subject to Fiscal Laws (e)

Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable

thereto in the place of payment, but without prejudice to the provisions of Condition 7

(Taxation) and (ii) any withholding or deduction required pursuant to an agreement described

in Section 1471(b) of the United States Internal Revenue Code (the “Code”) or otherwise

imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements

thereunder, any official interpretations thereof, or (without prejudice to the provisions of

Condition 7 (Taxation)) any law implementing an intergovernmental approach thereto. No

commission or expenses shall be charged to the Noteholders or Couponholders in respect of

such payments.

Unavailable Currency (f)

This Condition 6(f) does not apply to Notes in relation to which the Specified Currency of

payment is Renminbi.

If the Issuer is due to make a payment in a currency (the “original currency”) other than

dollars in respect of any Note or Coupon and the original currency is not available on the

foreign exchange markets due to the imposition of exchange controls, the original currency’s

replacement or disuse or other circumstances beyond the Issuer’s control, the Issuer will be

entitled to satisfy its obligations in respect of such payment by making payment in dollars on

the basis of the spot exchange rate (the “US FX Rate”) at which the original currency is

offered in exchange for dollars in the London foreign exchange market (or, at the option of the

Issuer or its designated Calculation Agent, in the foreign exchange market of any other

financial centre which is then open for business) at noon, London time, two Business Days

prior to the date on which payment is due, or if the US FX Rate is not available on that date,

on the basis of a substitute exchange rate determined by the Issuer or by its designated

Calculation Agent acting in its absolute discretion from such source(s) and at such time as it

may select. For the avoidance of doubt, the US FX Rate or substitute exchange rate as

aforesaid may be such that the resulting dollars amount is zero and in such event no amount of

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dollars or the original currency will be payable. Any payment made in dollars or non-payment

in accordance with this paragraph will not constitute an Event of Default under Condition 9.

Appointment of Agents (g)

The Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent initially

appointed by the Issuer and their respective specified offices are indicated in the applicable

Pricing Supplement. The Fiscal Agent, the Paying Agents, the Registrar, Transfer Agents and

the Calculation Agent act solely as agents of the Issuer and do not assume any obligation or

relationship of agency or trust for or with any Noteholder or Couponholder. The Issuer

reserves the right at any time to vary or terminate the appointment of the Fiscal Agent, any

other Paying Agent, the Registrar, any Transfer Agent or the Calculation Agent and to appoint

additional or other Paying Agents or Transfer Agents, provided that the Issuer shall at all

times maintain (i) a Fiscal Agent, (ii) a Registrar in relation to Registered Notes, (iii) a

Transfer Agent in relation to Registered Notes, (iv) one or more Calculation Agent(s) where

the Conditions so require, (v) Paying Agents having specified offices in at least one major

continental European city (which shall be London so long as the Notes are admitted to trading

on the Regulated Market and, if the Notes are listed on another stock exchange, in the city

where such stock exchange is located), and (vi) such other agents as may be required by the

rules of any stock exchange on which the Notes may be listed.

In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of

any Bearer Notes denominated in U.S. dollars in the circumstances described in paragraph (c)

above.

Notice of any such change in the identity of the Fiscal Agent, other Paying Agent, Registrar,

Transfer Agents or Calculation Agent or any change of any specified office of any such

persons shall promptly be given to the Noteholders in accordance with Condition 14.

Unmatured Coupons and unexchanged Talons (h)

(i) Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes

(other than Dual Currency Notes or Notes with customized interest rate provisions

and as specified in the applicable Pricing Supplement), the Bearer Note should be

surrendered for payment together with all unmatured Coupons (if any) appertaining

thereto, failing which an amount equal to the face value of each missing unmatured

Coupon (or, in the case of payment not being made in full, that proportion of the

amount of such missing unmatured Coupon that the sum of principal so paid bears to

the total principal due) shall be deducted from the Final Redemption Amount, Early

Redemption Amount or Optional Redemption Amount, due for payment. Any amount

so deducted shall be paid in the manner mentioned above against surrender of such

missing Coupon within a period of two years (in the case where the relevant Notes

are governed by Ontario Law, as defined in Condition 8) or five years (in the case

where the relevant Notes are governed by English law) from the Relevant Date for

the payment of such principal (whether or not such Coupon has become void

pursuant to Condition 13).

(ii) Upon the due date for redemption of any Bearer Note comprising a Floating Rate

Note, Dual Currency Note or a Note with customized interest rate provisions and as

specified in the applicable Pricing Supplement, unmatured Coupons relating to such

Note (whether or not attached) shall become void and no payment shall be made in

respect of them.

(iii) Where any Bearer Note that provides that the related unmatured Coupons are to

become void upon the due date for redemption of those Notes is presented for

redemption without all unmatured Coupons and any unexchanged Talon relating to it,

and where any Bearer Note is presented for redemption without any unexchanged

Talon relating to it, redemption shall be made only against the provision of such

indemnity as the Issuer may require.

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(iv) If the due date for redemption of any Note is not a due date for payment of interest,

interest accrued from the preceding due date for payment of interest or the Interest

Commencement Date, as the case may be, shall only be payable against presentation

(and surrender if appropriate) of the relevant Bearer Note or Certificate representing

it, as the case may be (together with, if applicable, unmatured Coupons pursuant to

Condition 6(h)(i)). Interest accrued on a Note that only bears interest after its

Maturity Date shall be payable on redemption of such Note against presentation of

the relevant Note or Certificate representing it, as the case may be.

(v) Upon the due date for redemption of any Bearer Note, any unexchanged Talon

relating to such Note (whether or not attached) shall become void and no Coupon

shall be delivered in respect of such Talon.

Talons (i)

On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet

issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be

surrendered at the specified office of the Fiscal Agent in exchange for a further Coupon sheet

(and if necessary another Talon for a further Coupon sheet) (but excluding any Coupons that

may have become void pursuant to Condition 8).

Non-Business Days (j)

Unless otherwise provided in the applicable Pricing Supplement, if any date for payment in

respect of any Note or Coupon is not a payment day, the Holder shall not be entitled to

payment until the next following payment day nor to any interest or other sum in respect of

such postponed payment. In this paragraph, “payment day” means a day (other than a

Saturday or a Sunday) on which commercial banks and foreign exchange markets settle

payments and are open for general business (including dealing in foreign exchange and

foreign currency deposits) in the relevant place of presentation, in such jurisdictions as shall

be specified as “Financial Centres” in the applicable Pricing Supplement and:

(i) (in the case of a payment in a Specified Currency other than euro or Renminbi) where

payment is to be made by transfer to an account maintained with a bank in the

Specified Currency, a day on which foreign exchange transactions may be carried on

in the Specified Currency in the principal financial centre of the country of such

currency, or

(ii) (in the case of a payment in euro) a day which is a TARGET Business Day, or

(iii) if the currency of payment is Renminbi, any day (other than a Saturday, a Sunday or a

public holiday) on which commercial banks are generally open for business and

settlement of Renminbi payments in Hong Kong and such other principal financial

centre as may be agreed from time to time by the Issuer and the relevant Dealer(s) are

open for business.

Interpretation of Principal and Interest (k)

Any reference in these Conditions to “principal” in respect of the Notes shall be deemed to

include, as applicable:

(i) any premium and any other amounts (other than interest) which may be payable by

the Issuer under or in respect of the Notes;

(ii) any additional amounts which may be payable with respect to principal under

Condition 7(a); and

(iii) all Final Redemption Amounts, Early Redemption Amounts, Optional Redemption

Amounts, Amortized Face Amounts (in relation to Zero Coupon Notes) and all other

amounts in the nature of principal payable pursuant to Condition 5 or any amendment

or supplement to it.

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Any reference in these Conditions to “interest” in respect of the Notes shall be deemed to

include, as applicable, all Interest Amounts and all other amounts payable pursuant to

Condition 4 or any amendment or supplement to it and any additional amounts which may be

payable with respect to interest under Condition 7(a).

7. Taxation

(a) All payments of principal and interest in respect of the Notes and the Coupons by or on

behalf of the Issuer shall be made free and clear of, and without withholding or deduction

for, any taxes, duties, assessments or governmental charges of whatever nature imposed,

levied, collected, withheld or assessed by or within Canada and, in addition, if the Issuer’s

Branch of Account is located outside Canada, the country in which such Branch of Account

is located or any political subdivision or authority therein or thereof having power to tax,

unless such withholding or deduction is required by law. In that event, the Issuer shall pay

such additional amounts as shall result in receipt by the Noteholders and the Couponholders

of such amounts as would have been received by them had no such withholding or deduction

been required, except that no such additional amounts shall be payable with respect to any

Note or Coupon:

(i) to, or to a third party on behalf of, a Holder who is liable to such taxes, duties,

assessments or governmental charges in respect of such Note or Coupon by reason

of his having some connection with Canada or, if the Issuer’s Branch of Account is

located outside Canada, the country in which such Branch of Account is located,

other than the mere holding of the Note or Coupon; or

(ii) to, or to a third party on behalf of, a Holder who could lawfully avoid (but has not so

avoided) such deduction or withholding by complying or procuring that any third

party complies with any statutory requirements or by making or procuring that any

third party makes a declaration of non-residence or other similar claim for exemption

to any tax authority or paying agent in the place where the relevant Note (or the

Certificate representing it) or Coupon is presented for payment; or

(iii) to, or to a third party on behalf of, a Holder in respect of whom such tax, duty,

assessment or governmental charge is required to be withheld or deducted by reason

of the Holder being a person with whom CIBC is not dealing at arm’s length (within

the meaning of the Income Tax Act (Canada)); or

(iv) presented (or in respect of which the Certificate representing it is presented) for

payment more than 30 days after the Relevant Date except to the extent that the

Holder of it would have been entitled to such additional amounts on presenting it for

payment on the 30th

such day, assuming that day to have been a Business Day; or

(v) in respect of a debt or other obligation to pay an amount to a person with whom the

applicable payor is not dealing at arm’s length within the meaning of the Income Tax

Act (Canada); or

(vi) where such withholding or deduction is imposed under Sections 1471 through 1474

of the United States Internal Revenue Code (or any amended or successor

provisions), any current or future regulations or official interpretations thereunder or

official interpretations thereof, any agreements entered into pursuant to Section

1471(b)(1) of the United States Internal Revenue Code, any applicable

intergovernmental agreement entered into in connection with the implementation of

the foregoing and any fiscal or regulatory legislation, rules or official practices

adopted pursuant to any such intergovernmental agreement; or

(i) as set out in Condition 10(f)(ii).

(b) As used in these Conditions, “Relevant Date” in respect of any Note or Coupon means the

date on which payment in respect of it first becomes due or (if any amount of the money

payable is improperly withheld or refused) the date on which payment in full of the amount

outstanding is made or (if earlier) the date seven days after that on which notice is duly

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given to the Noteholders that, upon further presentation of the Note (or relative Certificate)

or Coupon being made in accordance with the Conditions, such payment will be made,

provided that payment is in fact made upon such presentation.

(c) If the Issuer becomes subject generally at any time to any taxing jurisdiction other than or in

addition to Canada or the country in which the relevant Branch of Account is located,

references in these Conditions to Canada or the country in which the relevant Branch of

Account is located shall be read and construed as references to Canada or the country in

which such branch is located and/or to such other jurisdiction(s).

8. Prescription

Claims against the Issuer for payment in respect of the Notes and Coupons shall be prescribed and

become void unless made within two years (in the case where the relevant Notes are governed by the

laws of the Province of Ontario and the federal laws of Canada applicable therein (“Ontario Law”)),

ten years (in the case of claims in respect of principal where the relevant Notes are governed by

English law) or five years (in the case of claims in respect of interest where the relevant Notes are

governed by English law) from the appropriate Relevant Date in respect of them.

9. Events of Default

(a) Any one of the following events or circumstances is an event of default (“Event of Default”):

(i) in relation to Deposit Notes:

(A) default is made for more than 30 days (in the case of interest) or seven days

(in the case of principal) in the payment on the due date of interest or

principal in respect of any of the Notes; or

(B) if the Issuer shall become insolvent or bankrupt, or if a liquidator, receiver or

receiver and manager of the Issuer or any other officer having similar

powers shall be appointed;

(ii) in relation to Subordinated Notes, in each case whether voluntary or involuntary or

effected by operation of law or pursuant to any judgment, decree or order of any court

or any order, rule or regulation of any administrative or governmental body:

(A) the Issuer becomes insolvent or bankrupt or subject to the provisions of the

Winding-Up and Restructuring Act (Canada);

(B) the Issuer goes into liquidation either voluntary or under an order of a court

of competent jurisdiction; or

(C) the Issuer otherwise acknowledges its insolvency,

provided however that an Automatic Conversion upon the occurrence of a Non-

Viability Trigger Event pursuant to Condition 10 shall not constitute an Event of

Default in relation to Subordinated Notes and, following an Automatic Conversion,

no Holder of Notes shall have any rights against the Issuer with respect to repayment

of the principal of, or interest on, the Subordinated Notes.

(c) If any Event of Default occurs and is continuing, the Holder of any Note may give written

notice to the Fiscal Agent at its specified office that such Note is immediately repayable,

whereupon the Early Redemption Amount of such Note together with accrued interest to the

date of payment shall become immediately due and payable, unless such Event of Default

shall have been remedied prior to the receipt of such notice by the Fiscal Agent. Upon the

occurrence of any Event of Default, a Holder of any Note will not be required to present

such Note, demand payment or serve legal process or any similar procedure at the Branch of

Account of CIBC which issued such Note.

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10. Automatic Conversion of Subordinated Notes on Non-Viability Trigger Event

Definitions (a)

In this Condition 10, the following terms have the following meanings:

“Business Day” means a day which is both (i) a day on which banks are open for general

banking business in Toronto (not being a Saturday, Sunday or public holiday in that place)

and (ii) a day which is a business day for purposes of the rules of the Relevant Stock

Exchange.

“Common Share Reorganization” means (i) the issuance of Common Shares or securities

exchangeable for or convertible into Common Shares to all or substantially all of the holders

of Common Shares as a stock dividend or similar distribution, (ii) the subdivision, redivision

or change of the Common Shares into a greater number of Common Shares, or (iii) the

reduction, combination or consolidation of the Common Shares into a lesser number of

Common Shares.

“Conversion Date” means the date on which a Non-Viability Trigger Event occurs.

“Conversion Price” means the greater of the Current Market Price of a Common Share on

the Conversion Date and the Floor Price.

“Current Market Price” means the volume weighted average trading price of the Common

Shares on the Toronto Stock Exchange (the “TSX”), if such shares are then listed on the

TSX, for the10 consecutive trading days ending on the trading day preceding the date of the

Trigger Event. If the Common Shares are not then listed on the TSX, for the purpose of the

foregoing calculation reference shall be made to the principal securities exchange or market

on which the Common Shares are then listed or quoted or, if no such trading prices are

available, “Current Market Price” shall be the Floor Price.

“Floor Price” means CAD5.00, as such price may be adjusted pursuant to Condition 10(e).

“Ineligible Person” means (i) any persons whose address is in, or whom the Issuer or its

transfer agent has reason to believe is a resident of, any jurisdiction outside Canada to the

extent that the issuance by the Issuer or delivery by its transfer agent to a person pursuant to

an Automatic Conversion, of Common Shares would require the Issuer to take any action to

comply with securities, banking or analogous laws of that jurisdiction, and (ii) any person to

the extent that the issuance by the issuer or delivery by its transfer agent to that person,

pursuant to an Automatic Conversion, of Common Shares would cause the Issuer to be in

violation of any law to which the Issuer is subject.

“Multiplier” means 1.5.

“Non-Viability Trigger Event” has the meaning set out in the OSFI Guideline for Capital

Adequacy Requirements (CAR), Chapter 2 ‒ Definition of Capital, effective January 2017,

as such term may be amended or superseded by OSFI from time to time, which term

currently provides that each of the following constitutes a Non-Viability Trigger Event:

(i) the Superintendent of Financial Institutions (Canada) (the “Superintendent”)

publicly announces that the Issuer has been advised, in writing, that the

Superintendent is of the opinion that the Issuer has ceased, or is about to cease, to

be viable and that, after the conversion of all contingent instruments (including

Subordinated Notes) and taking into account any other factors or circumstances

that are considered relevant or appropriate, it is reasonably likely that the viability

of the Issuer will be restored or maintained; or

(ii) a federal or a provincial government in Canada publicly announces that the Issuer

has accepted or agreed to accept a capital injection, or equivalent support, from

the federal government or any provincial government or political subdivision of

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Canada or agent or agency thereof without which the Issuer would have been

determined by the Superintendent to be non-viable.

“Note Value” means the nominal amount of a Subordinated Note plus accrued and unpaid

interest on such Subordinated Note as of the Conversion Date, expressed in Canadian dollars

calculated, as applicable, at the Prevailing Exchange Rate.

“Officer’s Certificate” means a certificate signed by any one of the Issuer’s Chief

Executive Officer, Executive Vice-President and Treasurer, Executive Vice-Presidents or

Senior Vice-Presidents or any two Vice-Presidents acting together, and delivered to the

Fiscal Agent.

“Prevailing Exchange Rate” means in respect of any currency, the closing rate of exchange

between the relevant currency and the Canadian dollar (in Canadian dollars per relevant

currency) reported by the Bank of Canada on the date immediately preceding the Conversion

Date (or if not available on such date, the date on which such closing rate was last applicable

prior to such date). If such exchange rate is no longer reported by the Bank of Canada, the

relevant exchange rate shall be the simple average of the closing exchange rate between the

relevant currency and the Canadian dollar (in Canadian dollars per relevant currency) quoted

at approximately the Specified Time, on such date by three major banks selected by the

Issuer.

“Specified Time” means the time specified in the applicable Final Terms.

“Significant Shareholder” means any person who beneficially owns directly, or indirectly

through entities controlled by such person or persons associated with or acting jointly or in

concert with such person (as determined in accordance with the Bank Act), a percentage of

the total number of outstanding shares of a class of the Issuer that is in excess of that

permitted by the Bank Act.

Automatic Conversion of Subordinated Notes (b)

Upon the occurrence of a Non-Viability Trigger Event, the Subordinated Notes will automatically and

immediately convert (an “Automatic Conversion” and “Convert”, “Converted” and “Converting”

when used herein have corresponding meanings), on a full and permanent basis, into that number of

fully paid common shares in the capital of the Issuer (the “Common Shares”) determined in

accordance with the following formula:

Multiplier x Note Value

Conversion Price

In any case where the aggregate number of Common Shares to be issued to a Holder of Subordinated

Notes pursuant to an Automatic Conversion includes a fraction of a Common Share, such number of

Common Shares to be issued to such Holder shall be rounded down to the nearest whole number of

Common Shares and no cash payment shall be made in lieu of such fractional Common Share.

Notice and Delivery of Common Shares (c)

As promptly as practicable after the occurrence of a Non-Viability Trigger Event, the Issuer shall

announce the Automatic Conversion by way of a press release and shall give notice of the Automatic

Conversion to the Fiscal Agent and to the Holders of the Subordinated Notes in accordance with

Condition 14, which notice shall state the Conversion Date.

From and after the Automatic Conversion, (i) the nominal amount of the Subordinated Notes together

with all accrued and unpaid interest thereon will be deemed paid in full by the issuance of the Common

Shares and the Subordinated Notes shall cease to be outstanding, (b) the Holders of Subordinated Notes

shall have no right to payment of principal or interest thereon (including any interest accrued but

unpaid as of the Conversion Date), (c) the Issuer shall have no further obligations under the

Subordinated Notes or the Deed of Covenant in respect of the Subordinated Notes, and (d) the

Subordinated Notes shall only represent the right to receive, upon surrender of such Subordinated

Notes, the applicable number of Common Shares determined in accordance with this Condition 10. The

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person or persons entitled to receive Common Shares upon an Automatic Conversion shall be treated

for all purposes as having become the holder or holders of record of such Common Shares at the

Conversion Date.

An Automatic Conversion shall be mandatory and binding upon the Issuer and all Holders of the

Subordinated Notes notwithstanding anything else including, without limitation: (a) any prior action to

or in furtherance of redeeming, exchanging or converting the Subordinated Notes pursuant to any other

Condition; and (b) any delay in or impediment to the issuance or delivery of the Common Shares to the

Holders of the Subordinated Notes.

Capital Reorganization, Consolidation, Merger, Amalgamation or Comparable (d)

Transactions

In the event of a capital reorganization, consolidation, merger or amalgamation of the Issuer or

comparable transaction affecting the Common Shares, the Issuer will take necessary action, to the

extent it is able, to ensure that the Holders of Subordinated Notes receive, after the occurrence of any

such event, pursuant to an Automatic Conversion, the number of Common Shares or other securities

that such Holder would have received if the Automatic Conversion occurred immediately prior to the

record date for such capital reorganization, consolidation, merger or amalgamation of the Issuer or

comparable transaction.

Adjustment of Floor Price (e)

(i) In the event of a Common Share Reorganization, the Floor Price shall be adjusted so that it

will equal the price determined by multiplying the Floor Price in effect immediately prior to

such effective date or record date of such event by a fraction:

(1) the numerator of which will be the total number of Common Shares outstanding on such

effective date or record date before giving effect to such Common Share Reorganization;

and

(2) the denominator of which will be the total number of Common Shares outstanding

immediately after giving effect to such Common Share Reorganization (including, in the

case where securities exchangeable for or convertible into Common Shares are

distributed, the number, without duplication, of Common Shares that would have been

outstanding had all such securities been exchanged for or converted into Common Shares

on such effective date or record date).

(ii) The adjustments provided for in relation to the Floor Price are cumulative and shall be

calculated to the nearest one-tenth of one cent and will be made successively whenever there

is a Common Share Reorganization, provided that no adjustment of the Floor Price shall be

required unless the cumulative effect of such adjustment would require an increase or decrease

of at least 1% of the Floor Price. For the avoidance of doubt, no adjustment to the Floor Price

will be required upon the issuance from time to time of Common Shares pursuant to any stock

option plan, share purchase plan or dividend reinvestment plan of the Issuer, as such plans

may be replaced, supplemented or amended from time to time.

(iii) In any case in which Condition 10(d) or this Condition 10(e) requires that an adjustment will

become effective immediately after a record date for an event referred to therein or herein, the

Issuer may defer, until the occurrence of such event, issuing to the Holders of any

Subordinated Notes upon an Automatic Conversion occurring after such record date and

before the occurrence of such event, any additional Common Shares issuable upon such

Conversion by reason of the adjustment required by such event; provided, however, that the

Issuer will deliver to such Holder evidence of such Holder’s right to receive such additional

Common Shares upon the occurrence of such event and the right to receive any dividends or

other distributions made on such additional Common Shares declared in favour of holders of

record of Common Shares on and after the date of the Automatic Conversion or such later date

on which such Holder would, but for the provisions of this Condition 10(e), have become the

holder of record of such additional Common Shares.

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(iv) If the Issuer sets a record date to take any action that would require an adjustment provided for

in Condition 10(d) or this Condition 10(e) and before the taking of such action, the Issuer

abandons its plan to take such action, then no such adjustment shall be made.

(v) The Issuer will from time to time, immediately after the occurrence of any Common Share

Reorganization or other event that requires an adjustment or readjustment as provided in

Condition 10(d) or this Condition 10(e), deliver an Officers’ Certificate to the Fiscal Agent

specifying the nature of the event requiring the same and the amount of the adjustment or

readjustment necessitated thereby and setting forth in reasonable detail the method of

calculation and the facts upon which such calculation is based. Such Officers’ Certificate and

the amount of the adjustment or readjustment specified therein will be conclusive and binding

on all parties in interest. Except in respect of any Common Share Reorganization, the Issuer

will forthwith give notice to the Holders of Subordinated Notes in accordance with Condition

14 specifying the event requiring such adjustment or readjustment and the amount thereof,

including the resulting Floor Price.

Taxes (f)

(i) Neither the Issuer nor any of its subsidiaries shall be liable for any stamp duty, stamp duty

reserve duty, or any other capital, issue, transfer, registration, financial transaction or

documenting tax that may arise or be paid as a consequence of the delivery of Common

Shares, which tax shall be borne solely by the Noteholder.

(ii) If tax is required to be withheld from any payment of interest in the form of Common Shares

specified in paragraph 10(b) above, the number of Common Shares received by a Holder of

Subordinated Notes shall reflect an amount net of any applicable withholding tax.

General Provisions relating to an Automatic Conversion (g)

(i) In Converting, the Issuer may make any decisions with respect to the identity of the

Noteholders at that time as may be necessary or desirable to ensure Automatic Conversion

occurs in an orderly manner, including disregarding any transfer of Subordinated Notes that

have not been settled or registered at that time.

(ii) If a Subordinated Note is Converted, from and after the Automatic Conversion, (i) the nominal

amount of the Subordinated Notes together with all accrued and unpaid interest thereon will be

deemed paid in full by the issuance of the Common Shares and the Subordinated Notes shall

cease to be outstanding, (b) the Holders of Subordinated Notes shall have no right to payment

of principal or interest thereon (including any interest accrued but unpaid as of the Conversion

Date), (c) the Issuer shall have no further obligations under the Subordinated Notes or the

Deed of Covenant in respect of the Subordinated Notes, and (d) the Subordinated Notes shall

only represent the right to receive, upon surrender of such Subordinated Notes, the applicable

number of Common Shares determined in accordance with this Condition 10.

(iii) Notwithstanding any other Condition or provision of the Subordinated Notes, the Automatic

Conversion of the Subordinated Notes shall not be an Event of Default and the only

consequence of a Non-Viability Trigger Event shall be the conversion of such Subordinated

Notes into Common Shares.

Right Not to Deliver Common Shares (h)

Upon an Automatic Conversion, the Issuer reserves the right not to deliver some or all, as applicable,

of the Common Shares issuable thereupon to any Ineligible Person or any person who, by virtue of the

operation of the Automatic Conversion, would become a Significant Shareholder through the

acquisition of Common Shares. In such circumstances, the Issuer will hold, as agent for such persons,

the Common Shares that would have otherwise been delivered to such persons and will attempt to

facilitate the sale of such Common Shares to parties other than the Issuer and its Affiliates on behalf of

such persons. Those sales (if any) may be made at any time and at any price. The Issuer will not be

subject to any liability for failure to sell such Common Shares on behalf of such persons or at any

particular price on any particular day. The net proceeds received by the Issuer from the sale of any such

Common Shares will be divided among the applicable persons in proportion to the number of Common

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Shares that would otherwise have been delivered to them upon the Automatic Conversion after

deducting the costs of sale and any applicable withholding or other taxes or duties arising as a result of

or in connection with such sale.

11. Meetings of Noteholders and Modifications

(a) Meetings of Noteholders

The Agency Agreement contains provisions for convening meetings of Noteholders of a

Series to consider any matter affecting their interests, including the sanctioning by

Extraordinary Resolution (as defined in the Agency Agreement) of a modification of any of

these Conditions. Such a meeting may be convened by one or more Noteholders holding not

less than 10 per cent. in Nominal Amount of the Notes of the relevant Series for the time

being outstanding. The quorum for any meeting convened to consider an Extraordinary

Resolution shall be two or more persons holding or representing a clear majority in Nominal

Amount of the Notes for the time being outstanding, or at any adjourned meeting one or more

persons being or representing Noteholders whatever the Nominal Amount of the Notes held or

represented, unless the business of such meeting includes consideration of proposals, inter

alia, (i) to amend the dates of maturity or redemption of the Notes, or any date for payment of

interest or Interest Amounts on the Notes, (ii) to reduce or cancel the Nominal Amount of, or

any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in

respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of

interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a

Minimum and/or a Maximum Rate of Interest, Early Redemption Amount or Redemption

Amount is specified in the applicable Pricing Supplement, to reduce or cancel any such

Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating the Final

Redemption Amount, Early Redemption Amount or the Optional Redemption Amount,

including the method of calculating the Amortized Face Amount, (vi) subject to any

applicable redenomination provisions specified in the applicable Pricing Supplement, to vary

the currency or currencies of payment or denomination of the Notes, or (vii) to modify the

provisions concerning the quorum required at any meeting of Noteholders or the majority

required to pass the Extraordinary Resolution, in which case the necessary quorum shall be

two or more persons holding or representing not less than 75 per cent., or at any adjourned

meeting not less than 25 per cent., in Nominal Amount of the Notes for the time being

outstanding. The Agency Agreement provides that a written resolution signed by or on behalf

of the holders of not less than 75 per cent. in Nominal Amount of Notes outstanding (a

“Written Resolution”) shall be as valid and effective as a duly passed Extraordinary

Resolution. Any Extraordinary Resolution duly passed shall be binding on Noteholders

(whether or not they were present at the meeting at which such resolution was passed) and on

all Couponholders.

Notwithstanding any other provision of the Agency Agreement, an Extraordinary Resolution

that may affect the eligibility of the Subordinated Notes to continue to be treated as regulatory

capital under the OSFI Guideline for Capital Adequacy Requirements for banks in Canada

shall be of no effect unless the prior written approval of OSFI has been obtained.

These Conditions may be amended, modified or varied in relation to any Series of Notes by

the terms of the applicable Pricing Supplement in relation to such Series.

(b) Modification of Agency Agreement, Notes and Coupons

The Agency Agreement, the Notes and any Coupons attached to the Notes may be amended

by the Issuer and the Fiscal Agent without the consent of the holder of any Note or Coupon (i)

for the purpose of curing any ambiguity or manifest error, or for curing, correcting or

supplementing any defective provision contained therein, or to provide for substitution of the

Issuer as provided in Condition 11(c), (ii) to make any further modifications of the terms of

the Agency Agreement necessary or desirable to allow for the issuance of any additional

Notes (which modifications shall not be materially adverse to holders of outstanding Notes)

or (iii) in any manner which the Issuer and the Fiscal Agent may deem necessary or desirable

and which shall not materially adversely affect the interests of the holders of the Notes and

Coupons. The Issuer shall only permit any modification of, or any waiver or authorization of

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any breach or proposed breach of or any failure to comply with, the Agency Agreement, the

Notes and any Coupons attached to the Notes, if to do so could not reasonably be expected to

be prejudicial to the interests of the Noteholders.

Notwithstanding any other provision of the Agency Agreement, an amendment in relation to

Subordinated Notes that may affect the eligibility of the Subordinated Notes to continue to be

treated as regulatory capital under the OSFI Guideline for Capital Adequacy Requirements for

banks in Canada shall be of no effect unless the prior approval of OSFI has been obtained.

(c) Substitution

This Condition 11(c) is applicable to Deposit Notes only.

The Issuer, or any previous substituted company, may at any time, without the consent of the

Noteholders or the Couponholders, substitute for itself as principal debtor under the Deposit

Notes, the Coupons and the Talons any company (the “Substitute”) that is a Subsidiary of the

Issuer, provided that no payment in respect of the Deposit Notes or the Coupons is at the

relevant time overdue. The substitution shall be made by a deed poll (the “Deed Poll”), to be

substantially in the form scheduled to the Agency Agreement as Schedule 8, and may take

place only if (i) the Substitute shall, by means of the Deed Poll, agree to indemnify each

Noteholder and Couponholder against any tax, duty, assessment or governmental charge that

is imposed on it by (or by any authority in or of) the jurisdiction of the country of the

Substitute’s residence for tax purposes and, if different, of its incorporation with respect to any

Deposit Note, Coupon, Talon or the Deed of Covenant and that would not have been so

imposed had the substitution not been made, as well as against any tax, duty, assessment or

governmental charge, and any cost or expense, relating to the substitution, (ii) the obligations

of the Substitute under the Deed Poll, the Deposit Notes, Coupons, Talons and Deed of

Covenant shall be unconditionally guaranteed by CIBC, (iii) all action, conditions and things

required to be taken, fulfilled and done (including the obtaining of any necessary consents) to

ensure that the Deed Poll, the Deposit Notes, Coupons, Talons and Deed of Covenant

represent valid, legally binding and enforceable obligations of the Substitute and that all

action, conditions and things required to be later fulfilled are done (including the obtaining of

any necessary consents) to ensure that the Deed Poll, the Deposit Notes, Coupons, Talons,

Deed of Covenant and any guarantee provided by CIBC represents its valid, legally binding

and enforceable obligations have been taken, fulfilled and done and are in full force and

effect, (iv) the Substitute shall have become party to the Agency Agreement in its capacity as

Issuer, with any appropriate consequential amendments, (v) legal opinions addressed to the

Noteholders shall have been delivered to them (care of the Fiscal Agent) from a lawyer or firm

of lawyers with a leading securities practice in each jurisdiction referred to in (i) above and in

England as to the fulfilment of the preceding conditions of this paragraph (c) and the other

matters specified in the Deed Poll and (vi) the Issuer shall have given at least 14 days’ prior

notice of such substitution to the Noteholders, stating that copies, or pending execution the

agreed text, of all documents in relation to the substitution that are referred to above, or that

might otherwise reasonably be regarded as material to Noteholders, shall be available for

inspection at the specified office of each of the Paying Agents. References in Condition 9 to

obligations under the Deposit Notes shall be deemed to include obligations under the Deed

Poll, and the events listed in Condition 9 shall be deemed to include any guarantee provided in

connection with such substitution not being (or being claimed not to be) in full force and

effect. For the purpose of this Condition 11(c) “Subsidiary” has the meaning provided in the

Bank Act.

(d) Branch of Account

In respect of Deposit Notes, for the purposes of the Bank Act, the branch of the Issuer set out

in the Pricing Supplement shall be the branch of account (the “Branch of Account”) for the

deposits evidenced by the Deposit Notes. The Deposit Notes will be paid without the necessity

of first being presented for payment at the Branch of Account.

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The Issuer may change the branch designated as the Branch of Account for the deposits

evidenced by Deposit Notes for purposes of the Bank Act, upon not less than 14 days’ prior

written notice to the Noteholders subject to the following terms and conditions:

(i) if this Note is denominated in Yen, the Branch of Account shall not be in Japan;

(ii) CIBC shall indemnify each Noteholder and Couponholder against any tax, duty,

assessment or governmental charge that is imposed on it as a consequence of such

change, and shall pay the reasonable costs and expenses of the Fiscal Agent in

connection with such change; and

(iii) notwithstanding (ii) above, no change of the Branch of Account may be made unless

immediately after giving effect to such change (a) no Event of Default, and no event

which, after the giving of notice or lapse of time or both, would become an Event of

Default shall have occurred and be continuing and (b) payments of principal and

interest on Notes of this Series and Coupons relating thereto to Holders thereof (other

than Excluded Holders, as hereinafter defined) shall not, in the opinion of counsel to

CIBC, be subject to any taxes, as hereinafter defined, to which they would not have

been subject had such change not taken place. For the purposes of this section, an

“Excluded Holder” means a Holder of a Note of this Series or Coupon relating

thereto who is subject to taxes by reason of his having some connection with the

Relevant Jurisdiction other than the mere holding of a Note of this Series or Coupon

as a non-resident of such Relevant Jurisdiction. “Relevant Jurisdiction” means

Canada, its provinces or territories and the jurisdiction in which the new Branch of

Account is located, and “taxes” means and includes any tax, duty, assessment or

other governmental charge imposed or levied in respect of the payment of the

principal of the Notes of this Series or interest thereon for or on behalf of a Relevant

Jurisdiction or any authority therein or thereof having power to tax.

12. Replacement of Notes, Certificates, Coupons and Talons

If a Note, Certificate, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may

be replaced, subject to applicable laws, regulations and stock exchange regulations, at the

specified office of the Fiscal Agent (in the case of Bearer Notes, Coupons or Talons) and of

the Registrar (in the case of Certificates) or such other Paying Agent or Transfer Agent, as the

case may be, as may from time to time be designated by the Issuer for the purpose and notice

of whose designation is given to Noteholders, in each case on payment by the claimant of the

fees and costs incurred in connection therewith and on such terms as to evidence, security and

indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Note,

Certificate, Coupon or Talon is subsequently presented for payment or, as the case may be, for

exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable

by the Issuer in respect of such Notes, Certificates, Coupons or further Coupons) and

otherwise as the Issuer may require. Mutilated or defaced Notes, Certificates, Coupons or

Talons must be surrendered before replacements will be issued.

13. Further Issues

The Issuer may from time to time without the consent of the Noteholders or Couponholders

create and issue further notes having the same terms and conditions as the Notes or the same

in all respects save for the Issue Date and amount and date of the first payment of interest

thereon and so that the same shall be consolidated and form a single series with such Notes,

and references in these Conditions to “Notes” shall be construed accordingly.

14. Notices

Notices to the Holders of Registered Notes shall be mailed to them at their respective

addresses in the Register and deemed to have been given on the seventh weekday (being a day

other than a Saturday or a Sunday) after the date of mailing and shall be published in a daily

newspaper of general circulation in London (which is expected to be the Financial Times).

Notices to the Holders of Bearer Notes shall be valid if published in a daily newspaper of

general circulation in London (which is expected to be the Financial Times). The Issuer shall

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also ensure that notices are duly published in the manner which complies with the rules and

regulations of any other stock exchange on which the Notes are, for the time being, listed or

other applicable authority to which it is subject. Any such notice shall be deemed to have been

given on the date of such publication or, if published more than once or on different dates, on

the date of the first publication as provided above.

Couponholders shall be deemed for all purposes to have notice of the contents of any notice

given to the Holders of Bearer Notes in accordance with this Condition.

15. Currency Indemnity

Save as provided in Condition 6, any amount received or recovered in a currency other than

the currency in which payment under the relevant Note or Coupon is due (whether as a result

of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-

up or dissolution of the Issuer or otherwise) by any Noteholder or Couponholder in respect of

any sum expressed to be due to it from the Issuer shall only constitute a discharge to the Issuer

to the extent of the amount in the currency of payment under the relevant Note or Coupon that

the recipient is able to purchase with the amount so received or recovered in that other

currency on the date of that receipt or recovery (or, if it is not practicable to make that

purchase on that date, on the first date on which it is practicable to do so). If the amount

received or recovered is less than the amount expressed to be due to the recipient under any

Note or Coupon, the Issuer shall indemnify it against any loss sustained by it as a result. In

any event, the Issuer shall indemnify the recipient against the cost of making any such

purchase. For the purposes of this Condition, it shall be sufficient for the Noteholder or

Couponholder, as the case may be, to demonstrate that it would have suffered a loss had an

actual purchase been made. These indemnities constitute a separate and independent

obligation from the Issuer’s other obligations, shall give rise to a separate and independent

cause of action, shall apply irrespective of any indulgence granted by any Noteholder or

Couponholder and shall continue in full force and effect despite any other judgment, order,

claim or proof for a liquidated amount in respect of any sum due under any Note or Coupon or

any other judgment or order.

16. Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of any Notes which are

governed by English law under the Contracts (Rights of Third Parties) Act 1999.

17. Governing Law and Jurisdiction

(a) Unless otherwise specified in the applicable Pricing Supplement, Deposit Notes and

Coupons and Talons relating thereto are governed by, and shall be construed in accordance

with Ontario Law.

(b) Subordinated Notes and Coupons and Talons relating thereto are governed by, and shall be

construed in accordance with Ontario Law.

(c) If specified in the applicable Pricing Supplement, Deposit Notes issued on a non-syndicated

basis, the Coupons and Talons relating thereto and any non-contractual obligations arising

out of or in connection with them, shall be governed by, and shall be construed in

accordance with, English law.

(d) If the governing law for Deposit Notes issued on a non-syndicated basis and the Coupons

and Talons relating thereto, is specified as being English law (i) the Courts of England are to

have jurisdiction to settle any disputes that may arise out of or in connection with such

Notes, Coupons or Talons and accordingly any legal action or proceedings arising out of or

in connection with such Notes, Coupons or Talons (“Proceedings”) may be brought in such

courts and (ii) the Issuer irrevocably submits to the jurisdiction of the courts of England and

waives any objection to Proceedings in such courts on the ground of venue or on the ground

that the Proceedings have been brought in an inconvenient forum. This submission is made

for the benefit of each of the Holders of the Notes, Coupons and Talons governed by English

law and shall not affect the right of any of them to take Proceedings in any other court of

183

competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions

preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

The Issuer irrevocably appoints CIBC World Markets plc of 150 Cheapside, London EC2V

6ET, United Kingdom as its agent in England to receive, for it and on its behalf, service of

process in any such Proceedings in England. Such service shall be deemed completed on

delivery to such process agent (whether or not it is forwarded to and received by the Issuer).

If for any reason such process agent ceases to be able to act as such or no longer has an

address in London, the Issuer irrevocably agrees to appoint a substitute process agent and

shall immediately notify Noteholders of such appointment in accordance with Condition 14.

Nothing shall affect the right to serve process in any manner permitted by law.

184

PRO FORMA PRICING SUPPLEMENT

Notes in italics in these Pro Forma Pricing Supplement are intended for reference purposes only, will

not appear in actual Pricing Supplement documents and are not binding on the Issuer.

NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC (AS

AMENDED) FOR THE ISSUE OF NOTES DESCRIBED BELOW AND THE TERMS OF

SUCH NOTES ARE SET OUT IN A PRICING SUPPLEMENT THAT IS EXEMPT FROM

THE REQUIREMENTS OF DIRECTIVE 2003/71/EC (AS AMENDED). THE UK LISTING

AUTHORITY HAS NEITHER APPROVED NOR REVIEWED THIS PRICING

SUPPLEMENT.

Pricing Supplement dated [●]

Canadian Imperial Bank of Commerce

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

under a US$20,000,000,000 Note Issuance Programme

PROHIBITION OF SALES TO EEA RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be

offered, sold or otherwise made available to any retail investor in the European Economic Area

(“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client

as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MiFID II”); (ii) a customer within

the meaning of Directive 2002/92/EC (“IMD”), where that customer would not qualify as a

professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor

as defined in Directive 2003/71/EC (as amended, the “Prospectus Directive”). Consequently no key

information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for

offering or selling the Notes or otherwise making them available to retail investors in the EEA has been

prepared and therefore offering or selling the Notes or otherwise making them available to any retail

investor in the EEA may be unlawful under the PRIIPS Regulation.

This Pricing Supplement relates to the issuance of Notes that are not offered to the public in any EEA

Member State and are not admitted to the Official List of the UK Listing Authority or admitted to

trading on the London Stock Exchange’s Regulated Market (“Non PD Notes”). The Offering Circular

has not been reviewed or approved by the UK Listing Authority and does not constitute a prospectus

for the purposes of the Prospectus Directive.

PART A – CONTRACTUAL TERMS

References herein to numbered Conditions are to the "Terms and Conditions of the Notes" and words

and expressions defined in such Conditions shall bear the same meaning in this Pricing Supplement,

save as where otherwise expressly provided.

[Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions

(the “Conditions”) set forth in the Offering Circular dated 7 June 2017 [and the supplements to the

Offering Circular dated ●] (the “Offering Circular”). This Pricing Supplement must be read in

conjunction with such Offering Circular [as so supplemented]. Full information on the Issuer and the

offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the

Offering Circular [as so supplemented]. The Offering Circular [and the supplements to the Offering

Circular] [is] [are] available for viewing during normal business hours at and copies may be obtained

from the registered office of the Issuer at 199 Bay St., Toronto, Canada M5L 1A2, and at the specified

office of the Paying Agents and copies may be obtained from 150 Cheapside, London, EC2V 6ET.]

185

[The following alternative language applies if the first tranche of an issue which is being increased

was issued under an Offering Circular with an earlier date.]

[Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions

set forth in the [name of offering document] dated [initial date] and are attached hereto (the

“Conditions”). This Pricing Supplement must be read in conjunction with the Offering Circular dated

7 June 2017 [and the supplemental Offering Circular(s) dated [date]], save in respect of the Conditions

which are extracted from the [name of offering document] dated [initial date] and are attached hereto.

Full information on the Issuer and the offer of the Notes is only available on the basis of the

combination of this Pricing Supplement, the Offering Circular dated 7 June 2017 [, the supplemental

Offering Circular(s) dated [date]] and the Conditions. The Offering Circular dated 7 June 2017 [and the

supplemental Offering Circular(s) dated [date]] are available for viewing during normal business hours

at and copies may be obtained registered office of the Issuer at 199 Bay St., Toronto, Canada M5L

1A2, and at the specified office of the Paying Agents and copies may be obtained from 150 Cheapside,

London, EC2V 6ET. ]

[Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the

numbering should remain as set out below, even if “Not Applicable” is indicated for individual

paragraphs or sub-paragraphs. Italics denote guidance for completing the Pricing Supplement.]

1. (i) Issuer: Canadian Imperial Bank of Commerce

(ii) Branch of Account: [[Head Office, Toronto] [London Branch]

[● Branch] [Not applicable]] [Not applicable to Subordinated

Notes]

2. [(i)] Series Number: [●]

[(ii) Tranche Number: [●]

(If fungible with an existing Series, details of that Series,

including the date on which the Notes become fungible.)]

3. Specified Currency or Currencies: [●]

4. Aggregate Nominal Amount of Notes: [●]

[(i)] Series: [●]

[(ii) Tranche: [●]]

5. Issue Price: [●] per cent. of the Aggregate Nominal Amount [plus accrued

interest from [insert date] (if applicable)]

6. (i) Specified Denominations: [●] [and integral multiples of [●] in excess thereof up to and

including [●]. No Notes in definitive form will be issued with

a denomination above [●] 1, 2

1 This number may need to be adjusted depending on the Specified Denomination and higher integral multiple of each Tranche.

2 Where the Notes have a maturity of less than one year and the issue proceeds are to be accepted in the United Kingdom, or in

the case of issues within Section 418 FSMA, will be subject to Section 19 FSMA unless their denomination is £100,000 or more

(or its equivalent in other currencies) and they are only issued to “professionals” within Article 9(2)(a) of the Financial Services and Market Act (Regulated Activities) Order 2001. Add the following language:

“Notes (including Notes denominated in sterling) in respect of which the issue proceeds are to be accepted by the Issuer in the

United Kingdom or whose issue otherwise constitutes a contravention of section 19 FSMA and which have a maturity of less than one year must have a minimum redemption value of £100,000 (or its equivalent in other currencies).”

186

[So long as the Notes are represented by a temporary Global

Note or, permanent Global Note and the relevant clearing

system(s) so permit, the Notes will be tradeable only in

nominal amounts of at least the Specified Denomination (or if

more than one Specified Denomination, the lowest Specified

Denomination) and higher integral multiples of at least

[●1,000], notwithstanding that no definitive Notes will be

issued with denomination above [●99,000].]

[If Item 20 indicates that the Global Note is exchangeable for

definitive Notes at the option of the Noteholder, the Notes will

be tradeable only in principal amounts of at least the

Specified Denomination (or if more than one Specified

Denomination, the lowest Specified Denomination).]

(ii) Calculation Amount: [●] [If there is only one Specified Denomination and no

integral multiples in excess thereof, insert the Specified

Denomination. If there is more than one Specified

Denomination and no integral multiples in excess thereof,

insert the highest common factor of the Specified

Denominations. If there are integral multiples in excess of the

Specified Denomination(s), insert the highest common factor

of the integral multiples and the Specified Denomination(s).]

[Note: There must be a common factor in the case of integral

multiples in excess of the Specified Denomination(s) or two or

more Specified Denominations]

7. (i) Issue Date: [●]

(ii) Interest Commencement Date: [Specify: Issue Date/Not Applicable]

(iii) CNY Issue Trade Date: [●] [Not Applicable]

8. Maturity Date: [●] [Specify date or (for Floating Rate Notes): The Interest

Payment Date falling in or nearest to[●]]

9. Interest Basis: [[●] per cent. Fixed Rate]

[[specify reference rate] +/– [●] per cent. Floating Rate]

[Zero Coupon]

[other (specify)]

(further particulars specified below)

10. Redemption/Payment Basis: [Redemption at par]

[Other (specify)]

[(further particulars specified below)]

11. Change of Interest or

Redemption/Payment Basis:

[Applicable//Not Applicable]

(Specify details of any provision for convertibility of Notes

into another interest or redemption/ payment basis)

12. Put/Call Options: [Put Option]

[Call Option]

[Not Applicable]

[(further particulars specified below)]

187

13. (i) Status of the Notes: [Deposit Notes][Subordinated Notes]

[(ii)] [Date [Board] approval for

issuance of Notes obtained:]

[ ][and [ ], respectively]]

[N.B. Only relevant where Board (or similar) authorization is

required for the particular tranche of Subordinated Notes]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this

paragraph)

(i) Rate[(s)] of Interest: [●] per cent. per annum [payable [annually/semi-

annually/quarterly/monthly/ other (specify)] in arrear] on each

Interest Payment Date

(Not applicable in the case of a Fixed Coupon Amount; in

which case consider disapplying interest accrual provisions in

relation to any Early Redemption Amount.)

(ii) Interest Payment Date(s): [●] in each year, commencing on [ ], to and [ ][adjusted in

accordance with the Business Day Convention/not adjusted]

(NB: This will need to be amended in the case of long or short

coupons)

(iii) Fixed Coupon Amount[(s)]: [●] per Calculation Amount

(iv) Broken Amount(s): [●] per Calculation Amount, payable on the Interest Payment

Date falling [in/on] [ ] [Not Applicable]

(Insert particulars of any initial or final broken interest

amounts which do not correspond with the Fixed Coupon

Amount(s))

(v) Day Count Fraction: [30/360]

[Actual/Actual (ICMA]

[Actual/Actual (ISDA)

[other]

(vi) [Determination Dates: [[●] in each year] [Not Applicable]

(Insert regular interest payment dates, ignoring issue date or

maturity date in the case of a long or short first or last

coupon. N.B. only relevant where Day Count Fraction is

Actual/Actual (ICMA))]

(vii) Business Day Convention: [Following Business Day Convention/ Modified Following

Business Day Convention/ Preceding Business Day

Convention/ other (give details)] [specify any applicable

Business Centre(s) for the definition of “Business Day”]

(viii) Other terms relating to the method

of calculating interest for Fixed

Rate Notes:

[Not Applicable/give details]

188

15. Floating Rate Note Provisions: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this

paragraph)

(i) Interest Period(s)/ Interest Payment

Dates:

[●] [each consisting of [●] Interest Accrual Periods each of

[●]] [in each year commencing [●]]

The Interest [Period[s]/Payment Dates] will [not] be adjusted

[in accordance with the Business Day Convention set out

below].

(If the Interest Period(s) or Interest Payment Dates are

adjusted, specify the relevant Business Day Convention at

paragraph 15(iv) below. If Interest Period(s) are not adjusted,

no Business Day Convention should be specified)

(ii) Interest Period Date(s): [[●]/Not Applicable]

(iii) Business Day Convention: [Floating Rate Business Day Convention/ Following Business

Day Convention/ Modified Following Business Day

Convention/ Preceding Business Day Convention/ other (give

details)]

(iv) Business Centre(s): [●]

(v) Manner in which the Rate(s) of

Interest is/are to be determined:

[Screen Rate Determination/ISDA Determination/other (give

details)]

(vi) Party responsible for calculating

the Rate(s) of Interest and Interest

Amount(s) (if not the Fiscal

Agent):

[●]

(vii) Screen Rate Determination:

- Reference Rate:

- Interest Determination Date(s):

- Relevant Screen Page:

- Fallback Screen Page:

- Relevant Financial Centre:

- Relevant Time:

[Applicable/Not Applicable]

[●]

[●]

[●]

[●]

[●]

[●]

(viii) ISDA Determination:

- Floating Rate Option:

- Designated Maturity:

- Reset Date:

[Applicable/Not Applicable]

[●]

[●]

[●]

(ix) Margin(s): [+/-] [●] per cent. per annum/Not Applicable

189

(x) Interest Amount(s): [[●] per Calculation Amount/ Calculated in accordance with

Condition 4(i)]

(xi) Minimum [Rate of

Interest][Interest Amount]:

[[●] per cent. per annum] [[●] per Calculation Amount] [Not

Applicable]

(xii) Maximum [Rate of

Interest][Interest Amount]:

[[●] per cent. per annum] [[●] per Calculation Amount] [Not

Applicable]

(xiii) Day Count Fraction: [Actual/Actual

Actual/Actual (ISDA)

Actual/365 (Fixed)

Actual/Actual (ICMA)

Actual/360

Actual/365 (Sterling)

30/360, 360/360, Bond Basis

30E/360

30E/360 (ISDA)]

(xiv) Fall back provisions, rounding

provisions, denominator and any

other terms relating to the method

of calculating interest on Floating

Rate Notes, if different from those

set out in the Conditions:

[●] [Not Applicable]

16. Zero Coupon Note Provisions: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this

paragraph)

(i) Amortization Yield: [●] per cent. per annum

(ii) Any other formula/basis of

determining amount payable:

[insert details]

(iii) Day Count Fraction in relation to

Early Redemption Amounts and

late payments:

[30/360

Actual/360

Actual/365

other]

PROVISIONS RELATING TO REDEMPTION OR AUTOMATIC CONVERSION

17. Call Option: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of

this paragraph)

(i) Optional Redemption Date(s): [●]

(ii) Optional Redemption Amount(s) of

each Note and method, if any, of

calculation of such amount(s):

[●] per Calculation Amount

(iii) If redeemable in part:

(a) Minimum Redemption Amount: [●] per Calculation Amount

(b) Maximum Redemption Amount: [●] per Calculation Amount

190

(iv) Notice period:3 [●]

18. Put Option: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of

this paragraph)

(i) Optional Redemption Date(s): [●]

(ii) Optional Redemption Amount(s) of

each Note and method, if any, of

calculation of such amount(s):

[●] per Calculation Amount

(iii) Notice period:3 [●]

19. Early Redemption on Occurrence of Special

Event:

[Applicable/Not Applicable]

[Only applicable to Subordinated Notes and only with the

consent of OSFI.]

20. Final Redemption Amount: [●] per Calculation Amount

21. Early Redemption Amount:

Early Redemption Amount(s) of each Note:

payable on redemption for taxation reasons or

on event of default or other early redemption

and/or the method of calculating the same

(required if Early Redemption Amount different

from that set out in Condition 5(b))

[[●] per Calculation Amount/specify other/see Appendix]

22. Provisions relating to Automatic Conversion [Applicable/Not Applicable: the Notes are not Subordinated

Notes]

(If not applicable, delete the remaining sub-paragraphs of

this paragraph)

Specified Time: [ ] 4

3 If setting notice periods which are different to those provided in the terms and conditions, the Issuer is advised to consider the

practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any

other notice requirements which may apply, for example, as between the Issuer and its fiscal agents. 4 Specify time and city.

191

GENERAL PROVISIONS APPLICABLE TO THE NOTES

23. Form of Notes: [Bearer Notes/ Exchangeable Bearer Notes:]

[Temporary Global Note exchangeable for a permanent

Global Note which is exchangeable for definitive Notes

[with Coupons attached] on [●] days’ notice/in the limited

circumstances specified in the permanent Global Note]

[and/or Registered Notes]

[Temporary Global Note exchangeable for definitive Notes

[with Coupons attached] on [●] days’ notice] [and/or

Registered Notes]

[Permanent Global Note exchangeable for definitive Notes

[with Coupons attached] on [●] days’ notice/ in the limited

circumstances specified in the permanent Global Note]

[and/or Registered Notes]

[If item 6(i) provides for a Specified Denomination and

higher integral multiples, the option to exchange into

definitive Notes on [] days’ notice/at any time must be

disapplied]

[Registered Notes]

[Restricted/Unrestricted] Global Registered Note registered

in the name of a nominee for [a common depositary for

Euroclear and Clearstream, Luxembourg /a nominee of

DTC]

24. New Global Note: [Yes/No]

25. Financial Centre(s) or other special provisions

relating to payment dates:

[Not Applicable/give details.]

(Note that this paragraph relates to the date and place of

payment, and not interest period end dates, to which

subparagraphs 14 (vii) and 15(iv) relate)

26. Talons for future Coupons to be attached to

Definitive Notes (and dates on which such

Talons mature):

[Yes/No.] (If yes, give details)

27. Redenomination, renominalization, and

reconventioning provisions

[Not Applicable/The provisions annexed to this Pricing

Supplement apply]

28. Consolidation provisions: [Not Applicable/The provisions annexed to this Pricing

Supplement apply]

29. Other final terms: [Not Applicable/give details]

DISTRIBUTION

30. Method of Distribution: [Syndicated/Non-syndicated]

31. (i) If syndicated, names and addresses of

Managers and underwriting

commitments:

[Not Applicable/give names]

(ii) Date of Subscription Agreement: [●]

192

(iii) Stabilizing Manager(s) (if any): [Not Applicable/give names]

32. If non-syndicated, name and address of

relevant Dealer:

[Not Applicable/give name]

33. Total commissions and concessions: [●]

34. US Selling Restrictions: [Reg. S Compliance Category 2; C Rules/D Rules/Excluded

Issue] [Rule 144A eligible]

35. Additional Selling Restrictions: [Not Applicable] [Add country-specific selling restrictions]

AGENTS

36. Calculation Agent: [●]

37. Registrar: [Deutsche Bank AG, Hong Kong Branch] [Deutsche Bank

Luxembourg S.A.][Deutsche Bank Trust Company

Americas][Not Applicable]

38. [Paying][Transfer] Agent: [Deutsche Bank AG, London Branch] [Deutsche Bank AG,

Hong Kong Branch] [Deutsche Bank Luxembourg S.A.]

[PURPOSE OF PRICING SUPPLEMENT

This Pricing Supplement comprise the final terms required for issue [and admission to trading on the

[specify relevant market]] of the Notes described herein pursuant to the US$20,000,000,000 Note

Issuance Programme of Canadian Imperial Bank of Commerce.

THIRD PARTY INFORMATION

[(Relevant third party information) has been extracted from [specify source]. The Issuer confirms that

such information has been accurately reproduced [and that, so far as it is aware, and is able to ascertain

from information published by [●], no facts have been omitted which would render the reproduced

information inaccurate or misleading.]

Signed on behalf of the Issuer:

By: ............................................

Duly authorized

193

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

[Application [has been/will be/is expected to be] made by the Issuer (or on its behalf) for the Notes to be

admitted to trading on [specify relevant market] [with effect from [●].]

[Not Applicable.]

(Where documenting a fungible issue need to indicate that original securities are already admitted to

trading.)

2. RATINGS

Ratings: [The [short/long] term debt of the Issuer is rated:]

The Notes [to be issued] have [been rated] [not been rated.]:

[S & P USA: [●]]

[Moody’s USA: [●]]

[[Other]: [●]]

(The above disclosure should reflect the rating allocated to Notes

of the type being issued under the Programme generally or,

where the issue has been specifically rated, that rating.)

[A rating is not a recommendation to buy, sell or hold the Notes

and may be subject to suspension, change or withdrawal at any

time by the assigning rating agency.]

3. OPERATIONAL INFORMATION

(i) ISIN Code: [●]

(ii) Common Code: [●]

(iii) Any clearing system(s) other

than Euroclear Bank

S.A./N.V. and Clearstream

Banking S.A. and the relevant

identification number(s):

[The Depository Trust

Company:]

[Not Applicable/give name(s) and number(s) [and address(es)]]

[CUSIP Number]

(iv) Delivery: Delivery [against/free of] payment

(v) Names and addresses of

additional Paying Agent(s) (if

any):

[●]

(vi) Intended to be held in a

manner which would allow

Eurosystem eligibility:

[Yes. Note that the designation “yes” simply means that the

Notes are intended upon issue to be deposited with one of the

ICSDs as common safekeeper and does not necessarily mean that

the Notes will be recognized as eligible collateral for Eurosystem

monetary policy and intra-day credit operations by the

Eurosystem either upon issue or at any or all times during their

194

life. Such recognition will depend upon the ECB being satisfied

that Eurosystem eligibility criteria have been met.]

[No. While the designation is specified as "no" at the date

of this Pricing Supplement, should the Eurosystem eligibility

criteria be amended in the future such that the Notes are capable

of meeting them the Notes may then be deposited with one

of the ICSDs as common safekeeper. Note that this does not

necessarily mean that the Notes will then be recognized as

eligible collateral for Eurosystem monetary policy and intraday

credit operations by the Eurosystem at any time during their life.

Such recognition will depend upon the ECB being satisfied that

Eurosystem eligibility criteria have been met.]

4. GENERAL

(i) Governing Law and

Jurisdiction:

[Deposit Notes: [Ontario Law/English law]]

[Subordinated Notes: Ontario Law]

(ii) Applicable TEFRA

exemption:

[C Rules/D Rules/Excluded Issue]

(iii) Additional steps that may only

be taken following approval

by an Extraordinary

Resolution in accordance with

Condition 11(a):

[Not Applicable/give details]

(iv) The aggregate principal

amount of Notes issued has

been translated into U.S.

dollars at the rate of [ ],

producing a sum of:

[Not Applicable/[US$][●]]

195

ISSUER

Canadian Imperial Bank of Commerce

Commerce Court

199 Bay St.

Toronto, Ontario

Canada M5L 1A2

FISCAL AGENT, PRINCIPAL PAYING AGENT,

TRANSFER AGENT AND CALCULATION AGENT

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

PAYING AGENT,

REGISTRAR AND TRANSFER AGENT

Deutsche Bank AG, Hong Kong Branch

52nd Floor

International Commerce Centre

1 Austin Road West

Kowloon, Hong Kong

Deutsche Bank Trust Company Americas

60 Wall Street

27th

Floor

MS: 2710

New York, NY 10005

United States

Deutsche Bank Luxembourg S.A. 2 boulevard Konrad Adenauer

L1115 Luxembourg

196

ARRANGER AND DEALER

CIBC World Markets plc

150 Cheapside

London EC2V 6ET

United Kingdom

DEALERS

CIBC World Markets Corp.

300 Madison Avenue

5th

Floor, New York,

10017 NY USA

Barclays Bank PLC

5 The North Colonnade

Canary Wharf, London E14 4BB

United Kingdom

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London, E14 5LB

Commerzbank Aktiengesellschaft

Kaiserstrasse 16 (Kaiserplatz)

60311 Frankfurt am Main

Germany

Credit Suisse Securities (Europe) Limited

One Cabot Square

London E14 4QJ

United Kingdom

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

Natixis

30 avenue Pierre Mendès-France

75013 Paris

France

The Royal Bank of Scotland plc

135 Bishopsgate

London EC2M 3UR

United Kingdom

UBS Limited

5 Broadgate

London EC2M 2QS

United Kingdom

AUDITORS TO THE ISSUER

Ernst & Young LLP

100 Adelaide Street West

P.O. Box 1

Toronto, Ontario

Canada M5H 0B3

197

LEGAL ADVISERS TO THE ISSUER AS TO ENGLISH AND CANADIAN LAW

McCarthy Tétrault

26th Floor

125 Old Broad Street

London EC2N 1AR

United Kingdom

McCarthy Tétrault LLP

Suite 5300

TD Bank Tower

Toronto Dominion Centre

Toronto, Ontario

M5K 1E6 Canada

LEGAL ADVISERS TO THE ISSUER AS TO UNITED STATES LAW

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

United States

LEGAL ADVISERS TO THE ARRANGER AND THE DEALERS AS TO CANADIAN LAW

Stikeman Elliott (London) LLP

Dauntsey House

4B Frederick’s Place

London EC2R 8AB

United Kingdom

LEGAL ADVISERS TO THE ARRANGER AND THE DEALERS

AS TO ENGLISH AND UNITED STATES LAW

Clifford Chance LLP

10 Upper Bank Street

London E14 5JJ

United Kingdom